Common use of Termination Fee and Expenses Clause in Contracts

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicable.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, Parent by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicableFee. A “Defaulting Party” is an Investor, the failure of such Investor whose failure or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a1.6(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) In the event that (i) the Merger Agreement is terminated, and (ii) on the date of such termination a condition set forth in Section 7.02 of Merger Agreement is not satisfied as a direct result of an event set forth in Exhibit C attached hereto occurring prior to such termination, then Union Sky shall reimburse each Sponsor for all of its out-of-pocket costs and expenses incurred in connection with the Transactions, including any reasonable fees, expenses and disbursements of (i) Advisors (as defined in the Consortium Agreement) retained by such Sponsor (including the reasonable fees, expenses and disbursements of any separate Advisors retained by a Sponsor pursuant to Section 2.4(b) of the Consortium Agreement) and (ii) any financing banks engaged by the Consortium in connection with the Debt Financing. (c) If the Transactions are Merger is not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s its out-of-pocket costs and expenses incurred in connection with the Transactions, including any reasonable fees, expenses and disbursements of (i) Advisors (as defined in the Consortium Agreement) retained by such Non-Breaching Party’s share Party (including the reasonable fees, expenses and disbursements of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to separate Advisors retained by such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under Investor pursuant to Section 2.4(b) of the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs Consortium Agreement) and expenses(ii) any financing banks engaged by the Consortium in connection with the Debt Financing. A “Breaching Party” is an Investor, the willful breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its respective Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions Merger to be consummated. (cd) If the Transactions are Merger is not consummated (and Section 1.5(b1.6(c) of this Agreement does not apply), the Equity Sponsors agree to share (allocated among the Equity Sponsors in proportion to their respective Investor Equity Commitment) any reasonable fees, expenses and disbursements payable to Advisors (as defined in the Consortium Agreement) retained by an Equity Sponsor in connection with the Transactions (including the reasonable fees, expenses and disbursements of any separate Advisors retained by an Equity Sponsor pursuant to Section 2.4(b) of the Consortium Agreement), including (i) Weil, Gotshal & Xxxxxx LLP (“Weil”) in connection with its role as international counsel to Baring Guarantor and Baring SPV for the Transactions, (ii) Fangda Partners and T&D Associates in connection with their roles as PRC counsel to the Equity Sponsors, (iii) Walkers in connection with its role as Cayman counsel to the Consortium, (iv) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) in connection with its role as international counsel to HONY Guarantor and HONY SPV, (v) Xxxxxxxx & Xxxxx LLP (“Xxxxxxxx”) in connection with its role as international counsel to CDH SPV, (vi) Ernst & Young in connection with its tax due diligence and transaction tax analysis for the Transaction, (vii) Xxxx & Company in connection with its report with respect to the Company, (viii) Towers Xxxxxx in connection with its due diligence report with respect to the Company’s employees, (ix) Xxxxx (Hong Kong) Limited in connection with its due diligence report with respect to the Company’s insurance program, and (x) any other Advisor as agreed in writing by the Equity Sponsors (the fees, expenses and disbursements contemplated by this Section 1.6(d) are referred to herein as the “Sponsor Advisor Fees”). For the avoidance of doubt and notwithstanding anything to the contrary contained herein, in situations where this Section 1.6(d) applies, the fees, expenses and disbursements payable to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“WSGR”) shall be borne solely by Union Sky. (e) If the Merger is not consummated (and Section 1.6(c) of this Agreement does not apply), the Investors agree that to share (allocated among the Investors in proportion to their respective Investor Equity Commitment) any reasonable fees, expenses and disbursements payable to the financing banks or Advisors retained by or on behalf of the Consortium in connection with the Debt Financing, including without limitation, (i) all Original Shared Transaction Expenses (as defined below) shall be borne by counsel and advisors to the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expensesfinancing banks providing the Debt Financing, including without limitation, Linklaters LLP, Xxx Xx Law Offices and Xxxxxxx, and (ii) all Shared DD Expenses shall be borne Weil in connection with its role as international counsel to the Consortium for the Debt Financing (the fees, expenses and disbursements contemplated by this Section 1.6(e) are referred to herein as the Applicable Sponsors based on their respective DD Pro Rata Portion “Financing Fees”). (as defined belowf) Upon consummation of such Shared DD Expensesthe Merger, (iiii) all Subsequent Shared Transaction Expenses (as defined below) Holdco and Parent shall be borne by reimburse the Applicable Investors based for, or pay on their respective Applicable TE Pro Rata Portion behalf of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as the case may be, any reasonable fees, expenses and disbursements payable to (w) WSGR, (x) Weil, (y) Skadden and (z) up to $150,000, Xxxxxxxx, by any member of the Consortium (the “Approved Legal Fees”), and (ii) the Investors shall share (allocated among the Investors in proportion to their respective Investor Equity Commitment or Revised Investor Equity Commitment, as applicable) all of their out-of-pocket costs and expenses incurred in connection with the Transactions other than the Approved Legal Fees and any other fees, expenses and disbursements payable to Xxxxxxxx. (g) The Investors shall be entitled to receive any termination, break-up or other fees or amounts payable to Holdco, Parent or Merger Sub by the Company pursuant to the Merger Agreement, allocated among the Investors in proportion to their respective Investor Equity Commitment, net of all costs and expenses incurred by the Parties in connection with the Transactions (which shall be paid or reimbursed, as applicable, by Holdco, Parent or Merger Sub), including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties or the Consortium in connection with the Transactions, the Sponsor Advisor Fees, the Financing Fees and any fees payable to the financing banks in connection with the Debt Financing.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or Agreement, reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, and/or pay the Company Notes Termination Fee pursuant to Section 8.06(c) of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and Fee, such expenses to be reimbursedreimbursed and/or the Company Notes Termination Fee, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee Fee, such expenses and/or such expensesthe Company Notes Termination Fee, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a1.6(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b1.6(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, and (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicableInvestor.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) in accordance with its terms thereof and Parent is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of the Parent Termination Fee pursuant to Section 8.06(c) of the Merger Agreement and/or (iii) reimburse or indemnify any expenses expenses, liabilities, losses, damages, claims, costs, interest, awards or judgements and penalties of the Company Company, its Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Financing and/or Alternative Financing pursuant to the terms Section 6.07(c) of the Merger Agreement, as applicableapplicable (collectively, the “Total Termination Fee and (iiiExpenses”) and one of the Investors is a the Defaulting Party, then such Defaulting Party shall pay to or cause to be paid to Parent an amount equal to all of the Parent Total Termination Fee and such expenses Expenses, to be reimbursed, the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Total Termination Fee and/or such expenses, as applicableand Expenses. A “Defaulting Party” is an Investor, the failure of such Investor whose failure (or its Beneficial Owner) to perform its obligation under its Equity Commitment Letter (if any)Letter, the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) its terms thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) 1.8 is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching no Defaulting Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, all of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), Guarantors shall share the Contribution Total Termination Fee and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors pro rata based on their respective Applicable TE Pro Rata Portion Guaranteed Percentage (as defined below) of in such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicableGuarantor’s Limited Guarantee).

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) in accordance with its terms thereof and Parent is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses and the Company’s Expenses pursuant to Section 8.06(c) of the Company Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or any Expenses pursuant to Section 8.06(f) of the terms Merger Agreement and/or (iii) reimburse or indemnify any Expenses, liabilities or losses of the Company, its Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing pursuant to Section 6.07(d) of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the sum of (A) the Parent Termination Fee and such the reimbursable Expenses of the Company under Section 8.06(c) of the Merger Agreement, (B) the reimbursable costs and expenses of the Company under Section 8.06(f) of the Merger Agreement and/or (C) the reimbursable and indemnifiable Expenses, liabilities and losses of the Company, its Subsidiaries and their respective Representatives under Section 6.07(d) of the Merger Agreement, to be reimbursed, the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicableFee. A “Defaulting Party” is an Investor, the failure of such Investor whose failure or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) its terms thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) 1.4 is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If (i) Parent is required, under the Transactions are not consummated, and one terms of the Investors is a Breaching PartyMerger Agreement, then such Breaching Party shall promptly to (A) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and the Company’s Expenses pursuant to Section 8.06(c) of the Merger Agreement, (B) reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or any Expenses pursuant to Section 8.06(f) of the Merger Agreement and/or (C) reimburse or indemnify any Expenses, liabilities or losses of the Company, its Subsidiaries or their respective Representatives incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share arrangement of the Shared Transaction Expenses and Shared DD Expenses (each as defined below)Debt Financing pursuant to Section 6.07(d) of the Merger Agreement, as applicable, without prejudice to any rights and remedies otherwise available (ii) prior to such Non-Breaching Party. If there time, any Investor’s Equity Commitment (as defined in such Investor’s Equity Commitment Letter) is more than one Breaching Party, each Breaching Party’s obligations adjusted under the immediately preceding sentence shall be reduced to its Pro Rata Portion terms of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any)and/or the Consortium Agreement, then the Contribution and Support Agreement (if party theretoParties agree, subject to Section 1.4(a) and/or this Agreement results in the failure of the Transactions above, to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of share such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely payable by an Investor or Investors without the mutual agreement of each other Investor Parent in accordance with proportion to their then respective committed equity interest in Holdco (as adjusted under the terms herein shall be borne solely by such Investor or Investors, as applicableof the Equity Commitment Letter and/or the Consortium Agreement).

Termination Fee and Expenses. Notwithstanding anything to the contrary set forth in this Agreement: (a) If Battery shall (i) pay a fee to RH in the Merger amount of $1,000,000 and (ii) reimburse RH and its Affiliates for their Reimbursable Expenses, up to an aggregate cap of $10,000,000 (such collective amount, as the same may be modified after giving effect to the immediately following proviso, if applicable, the “Termination Fee”); provided, however, that, (x) in the event of a termination of this Agreement pursuant to Section 8.1(e) or Section 8.1(f) in connection with a Non-Voting Superior Proposal, then the Reimbursable Expenses of RH shall not be subject to a cap and shall be reimbursed by Battery in full, and (y) in the event that (1) the Battery Board makes a Board Recommendation Change prior to obtaining the Battery Stockholder Approval, (2) a material reason for such Battery Recommendation Change is a change in the expected cost or terms of the Debt Financing under the Debt Commitment Letters by reason of the flex or any of the other terms thereof, (3) the Debt Commitment Letters are in effect at the time the Battery Recommendation Change is made, (4) this Agreement is terminated pursuant to Section 8.02(a8.1(f), and (5) at the time of such termination, Battery Stockholder Approval shall not have been obtained, then the Termination Fee shall be equal to the sum of (A) $10,000,000 plus (B) the amount of the Reimbursable Expenses of RH and its Affiliates, up to an aggregate cap in respect of Reimbursable Expenses of $10,000,000, if: (i) Battery terminates this Agreement pursuant to Section 8.03(a8.1(e); (ii) RH terminates this Agreement pursuant to Section 8.1(f); or (iii) (A) Battery or RH terminates this Agreement pursuant to Section 8.03(b8.1(b)(iii), (B) thereofat the time of such termination (or, if applicable the Battery Stockholder Meeting) an Alternative Proposal shall have been proposed to the Battery Board or Special Committee or publicly announced and (C) within 9 months following the date of such termination, Battery shall have entered into a definitive agreement with respect to an Alternative Proposal or an Alternative Proposal shall have been consummated; provided, however, that for purposes of clause (C) of this Section 8.3(a)(iii), the references to “25%” in the definition of Alternative Proposal shall be deemed to be references to “50%”. (b) RH shall (i) pay a fee to Battery in the amount of $1,000,000 and (ii) reimburse Battery for its Reimbursable Expenses, up to an aggregate cap of $10,000,000 (such collective amount, the “Reverse Termination Fee”), if: (i) all of the conditions set forth in Sections 7.1 and 7.2 shall have been satisfied or waived at the time of the termination of this Agreement, other than the condition set forth in Section 7.1(f), and such other conditions that by their terms are to be satisfied at the Closing; and (ii) either Battery or RH terminates this Agreement pursuant to Section 8.1(b)(i). Notwithstanding the foregoing provisions of this Section 8.3(b), in no event shall RH be required to pay the Reverse Termination Fee if the failure of the condition in Section 7.1(f) shall have been caused (in whole or in part) due to the failure of the condition set forth as item 14 on Exhibit E to the Debt Commitment Letter with respect to the minimum amount of Availability (as defined in the Debt Commitment Letter) and, at such time, the aggregate amount outstanding under the revolving Battery Credit Facility is in excess of $116,000,000. (c) Battery shall pay the Termination Fee and RH’s Reimbursable Expenses by wire transfer of immediately available funds (i) at or concurrently with the termination of this Agreement as set forth in Section 6.1(e) in the case of Section 8.3(a)(i), (ii) Parent within two (2) Business Days following the termination of this Agreement in the case of Section 8.3(a)(ii) and (iii) within two Business Days of the event giving rise to the payment of the Termination Fee and the Reimbursable Expenses in the case of Section 8.3(a)(iii). RH shall pay the Reverse Termination Fee and Battery’s Reimbursable Expenses by wire transfer of immediately available funds (A) within two (2) Business Days following a termination of this Agreement by Battery in connection with which the Reverse Termination Fee is payable and (B) at or concurrently with a termination of this Agreement by RH in connection with which the Reverse Termination Fee is payable. For the avoidance of doubt, any payment to be made by any party under this Section 8.3 shall be payable only once to such other party with respect to this Section 8.3 and not in duplication even though such payment may be payable under one or more provisions hereof. (d) The parties acknowledge and agree that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the parties would not enter into this Agreement. If a party fails to promptly pay the amount due by it pursuant to this Section 8.3, interest shall accrue on such amount from the date such payment was required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company be paid pursuant to the terms of this Agreement until the Merger Agreementdate of payment at the rate of 6% per annum. If, in order to obtain such payment, a party commences a suit that results in judgment for such party for such amount, the defaulting party or parties shall pay the party which obtained such judgment its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit. Each of the parties further acknowledges that the payment of the Termination Fee or Reverse Termination Fee by RH or Battery specified in this Section 8.3 is not a penalty, but in each case is liquidated damages in a reasonable amount that will compensate Battery or RH, as the case may be, in the circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Battery further agrees that (i) the maximum liability of Master Fund, directly or indirectly, shall be limited to the express obligations of Master Fund under the Limited Guarantee, (ii) in no event shall Battery, its Subsidiaries or any of their Affiliates seek (and Battery shall cause its controlled Affiliates not to seek) any monetary damages or any other recovery, judgment, or damages of any kind in excess of the cap set forth in this Agreement or the Limited Guarantee, in each case against or from RH or Master Fund, as applicable, and (iii) one in no event shall any former, current or future direct or indirect equity holders, controlling Persons, representatives, stockholders, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of Battery, RH or of any of the Investors is a Defaulting PartyHarbinger Parties (collectively, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching PartyRecourse Parties”) for all have any other liability relating to or arising out of this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, and no party hereto, its Subsidiaries or any of their Affiliates shall seek (and such party shall cause its controlled Affiliates not to seek) any monetary damages or any other recovery, judgment, or damages of any kind against any of the Non-Breaching Party’s out-of-pocket costs Recourse Parties, and expenses incurred in connection with such party, its Subsidiaries and their Affiliates shall be precluded from any remedy against any of the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor Recourse Parties at law or by an Affiliate of such Investor, in each case, of the obligations of such Investor equity or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummatedotherwise. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicable.

Termination Fee and Expenses. (a) If Anything to the contrary notwithstanding, if this Agreement is terminated: (i) the Merger Agreement is terminated by Buyer pursuant to Section 8.02(a15.01(e), Section 8.03(a) or Section 8.03(b) thereof, ; (ii) by Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and 15.01(g); or (iii) one by Parent or Buyer pursuant to Section 15.01(f) and [a] at any time after the date of this Agreement and at or before the date of such termination an Acquisition Proposal is publicly announced or otherwise communicated to the senior management of Parent or any member of the Investors Board of Directors of Parent and [b] an Acquisition Transaction is consummated or a Defaulting Party, then such Defaulting Party shall pay definitive agreement is entered into by Parent or Seller relating to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds Acquisition Transaction within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in 12 months after the termination of this Agreement; then in each such case Buyer shall suffer direct and substantial damages, which damages cannot be determined with certainty, and to compensate Buyer for such damages Parent and/or Seller shall pay Buyer the Merger amount of $100,000 (the "Termination Fee") and also reimburse Buyer for all of the out-of-pocket expenses of Buyer and its Affiliates (including fees and expenses of legal, financial and other advisors) in connection with or related to this Agreement pursuant and the transactions contemplated hereby up to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes a maximum of this Section 1.5(a) is a fraction$100,000 (collectively, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties"Buyer Expenses"). (b) If the Transactions are not consummated, Termination Fee and one the reimbursement of the Investors is Buyer Expenses become payable, Parent and/or Seller shall make payment by a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party cashier's check or wire transfer of immediately available funds delivered by Parent and/or Seller to Buyer within two (each, a “Non-Breaching Party”2) for all Business Days after termination of such Non-Breaching Party’s out-of-pocket costs and expenses incurred this Agreement in connection with the Transactions, including case of the occurrence of any event described in clause (i) such Non-Breaching Party’s share or (ii) of Section 15.03(a) above and within two (2) Business Days after the consummation of the Shared applicable Acquisition Transaction in the case of the occurrence of any event described in Section 15.03(a)(iii) above. For the avoidance of doubt, in no event shall Parent and/or Seller be obligated to pay the Termination Fee and the reimbursement of the Buyer Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is on more than one Breaching Partyoccasion. Except to the extent required by applicable law, each Breaching Party’s obligations Parent and/or Seller shall not withhold any withholding Taxes on any payment under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummatedSection 15.03. (c) If Parent acknowledges that the Transactions agreements contained in this Section 15.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Buyer would not consummated have entered into this Agreement. Accordingly, in the event that Parent and/or Seller shall fail to reimburse the Buyer Expenses or pay the Termination Fee when due, and in order to obtain such payment, Buyer commences a suit or other proceeding that results in a judgment or similar award against Parent and/or Seller for reimbursement of the Buyer Expenses or payment of the Termination Fee, then Parent and/or Seller shall reimburse Buyer for its reasonable costs and expenses (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other including reasonable attorneys' fees and expenses of advisers enforcement) in connection with such suit or consultants retained solely by an Investor or Investors without proceeding, together with interest on the mutual agreement of each other Investor in accordance with amounts owed at the terms herein shall be borne solely by prime lending rate prevailing at such Investor or Investorstime, as applicablepublished in the Wall Street Journal, plus two percent per annum from the date such amounts were required to be paid until the date actually received by Buyer.

Termination Fee and Expenses. (a) If Subject to Section 8.4 hereof, the Marlton Parties agree jointly and severally to pay to the Investors (to be shared by the Investors in proportion to the amount of the Purchase Price each Investor is required to pay pursuant to Section 1(a) hereof) a termination fee (the "Termination Fee") in cash equal to the lesser of (i) the Merger highest amount then allowed under the Laws of the State of Pennsylvania and (ii) $250,000 and shall reimburse the Investors for all of their Expenses up to an aggregate maximum of $75,000 in the following circumstances: (i) If the Marlton Parties terminate this Agreement pursuant to Section 8.2 (g) hereof, or (ii) if the Investors terminate this Agreement pursuant to Section 8.2 (f) (1), (2) or (3) or (iii) if (A) the Subject Transactions shall fail to receive the required vote for adoption at the Company's Stockholders Meeting, (B) the Marlton Parties shall have held discussions regarding the details of a Competing Transaction with a third party (the "Third Party") prior to the Company's Stockholders' Meeting, (C) the Board of Directors of either Marlton Party shall approve a Competing Transaction with such Third Party or an affiliate thereof within six months of the Company's Stockholders Meeting and (D) such Competing Transaction is consummated (provided, however, if the Investors have previously been paid a Termination Fee or been reimbursed for their Expenses such prior payments or reimbursements shall be deducted from the amounts payable pursuant to this sentence). (b) Subject to Section 8.4 hereof, the Marlton Parties agree jointly and severally to pay to the Investors (to be shared as provided in paragraph (a) above), a Termination Fee equal to the lesser of (i) the highest amount then allowed under the laws of the State of New Jersey and (ii) $100,000 in cash and shall reimburse the Investors for all of their Expenses up to an aggregate maximum of $75,000 if the Investors terminate this Agreement pursuant to Section 8.2(b), or 8.2(d) (other than because a condition set forth in Section 7.1 or 7.3(f) has not been satisfied or waived or the failure to deliver the opinion required by Section 6.1(d)) or if the Marlton Parties terminate this Agreement pursuant to Section 8.2(i). Subject to Section 8.4 hereof, the Marlton Parties agree jointly and severally to reimburse the Investors for all of their Expenses up to an aggregate maximum of $75,000 if the Investors terminate this Agreement pursuant to Sections 8.2(f)(4) or 8.2(f)(5) or if the Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a8.2(d) or 8.2(e) because a condition set forth in Section 8.03(b7.1 or 7.3(f) thereof, (ii) Parent is required to pay has not been satisfied or waived or the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if anydeliver the opinion required by Section 6.1(d), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Subject to Section 1.5(b) does not apply)8.4 hereof, the Investors agree that jointly and severally to pay the Company a Termination Fee equal to the lesser of (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) highest amount then allowed under the laws of such Original Shared Transaction Expenses, the State of New Jersey and (ii) $100,000 in cash and shall reimburse the Investors for all Shared DD of their Expenses up to an aggregate maximum of $75,000 if the Marlton Parties terminate this Agreement pursuant to Section 8.2(c) or 8.2(e) (other than because a condition set forth in Section 7.1 has not been satisfied or waived). (d) All payments required to be made pursuant to Section 8.3 above shall be borne made to the party entitled to receive the same not later than thirty Business Days after delivery to the party obligated to make such payment of notice of demand for payment (e) In the event that a party hereto shall fail to pay any Expense or any Termination Fee when due, the amount of any such Expense or Termination Fee shall be increased to include the costs and expenses actually incurred by the Applicable Sponsors based on their respective DD Pro Rata Portion party entitled to receive payment (as defined below) of such Shared DD Expensesincluding, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenseswithout limitation, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other reasonable fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor counsel) in accordance connection with the terms herein shall be borne solely collection under and enforcement of this Section 8.3, together with interest on such unpaid Expenses and Termination Fee, commencing on the date that such Expenses and Termination Fee became due, at a rate equal to (i) the rate of interest publicly announced by such Investor or InvestorsCitibank, NA, from time to time, in the City of New York, as applicablesuch bank's Prime Rate plus (ii) 2%.

Termination Fee and Expenses. (a) If Whether or not the First Merger and/or Second Merger is consummated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that (i) each of the Company and FNIS shall bear and pay (A) one-half of the fees required in connection with filings in compliance with any applicable requirements of the HSR Act, and (B) one-half of the fees required in connection with filing the Registration Statement and Proxy Statement/Prospectus, and (ii) if the First Merger is consummated, the First Surviving Corporation shall pay, or cause to be paid, all state, local, foreign or provincial sales, use, real property, transfer, stock transfer or similar taxes (including any interest or penalties with respect thereto) attributable to the First Merger. (b) The Company shall pay FNIS the Termination Fee (as hereinafter defined) if this Agreement is terminated solely as follows: (i) if the Company shall terminate this Agreement pursuant to Section 11.1(c)(iii) or if FNIS shall terminate this Agreement pursuant to Section 11.1(d)(v); (ii) if either party shall terminate this Agreement pursuant to Section 11.1(b)(iii) due to a failure to obtain the Company Shareholder Approval, and either (i) one or more of the Principal Shareholders are in breach of the Voting Agreement or has otherwise failed to vote all shares of the Company voting capital stock, for which he or it has voting power, in favor of the Double Merger or (ii) the Company shall have breached any of its representations and warranties or failed to perform any of its obligations under this Agreement which results directly or indirectly in the failure to obtain the Company Shareholder Approval; (iii) if FNIS shall terminate this Agreement pursuant to Section 11.1(d)(i); or (iv) if FNIS shall terminate this Agreement pursuant to Section 11.1(d)(ii), and, (i) within twelve (12) months of such termination, the Company shall engage in any negotiations or discussions with any third party regarding a Takeover and (ii) within twenty four (24) months of such termination the Company completes a Takeover with such third party or such third party's Affiliates. Notwithstanding anything to the contrary, this Section 11.1(b)(iv) shall not apply, and the Company shall not be obligated to pay the Termination Fee, if FNIS terminates this Agreement under Section 11.1(d)(ii) pursuant to a Subsequent Causal Event or Circumstance, where (i) the Merger representations and warranties made inaccurate by such Subsequent Causal Event or Circumstance were true, complete and accurate as of the date of this Agreement is terminated pursuant to Section 8.02(a(or as of any other date specified in such representations and warranties), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay neither the Parent Termination Fee pursuant to Section 8.06(b) Company nor any of the Merger Agreement and/or reimburse any expenses Indemnifying Shareholders had Knowledge as of the Company pursuant date of this Agreement of any fact, matter, event or circumstance underlying or directly or indirectly contributing to the terms Subsequent Causal Event or Circumstance, where the fact that such Subsequent Causal Event or Circumstance could occur was reasonably foreseeable based on such fact, matter, event or circumstance, (iii) such Subsequent Causal Event or Circumstance was not the result of any act or omission by the Company or any of the Merger Indemnifying Shareholders or otherwise the result of a breach of the Company's obligations under this Agreement, as applicable, and (iiiiv) one the Company shall have provided FNIS notice of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds Subsequent Causal Event or Circumstance within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion Company obtaining Knowledge of such Subsequent Shared Transaction Expenses, (iv) Causal Event or Circumstance and the Company shall have used its best efforts to cure any and all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by inaccuracies in the Applicable Investors representations and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely warranties caused by such Investor Subsequent Causal Event or Investors, as applicableCircumstance.

Termination Fee and Expenses. (a) 10.3.1. If this agreement is terminated by Gerdau pursuant to section 10.1.4, then, within three Business Days following any such termination, Co-Steel will pay the Termination Fee to Gerdau. 10.3.2. If (i) prior to the Merger Agreement date of the Meeting any proposal or expression of interest by a third party regarding an Alternative Proposal has been publicly disclosed or announced, and (ii) this agreement is terminated by either party pursuant to Section 8.02(a)section 10.1.5, Section 8.03(aCo-Steel will pay the Termination Fee to Gerdau forthwith. 10.3.3. If (i) prior to the date of the Meeting no proposal or Section 8.03(b) thereofexpression of interest by a third party regarding an Alternative Proposal has been publicly disclosed or announced, (ii) Parent this agreement is required terminated by either party pursuant to section 10.1.5 and (iii) within 12 months after the date of such termination a bona fide Material Proposal is consummated, Co-Steel will pay the Parent Termination Fee to Gerdau forthwith. 10.3.4. If this agreement is terminated (i) by Gerdau pursuant to Section 8.06(bsection 10.1.9 and prior to such termination no proposal or expression of interest by a third party regarding an Alternative Proposal has been publicly disclosed or announced, or (ii) of the Merger Agreement and/or reimburse any expenses of the Company by Co-Steel pursuant to the terms section 10.1.10, then, within three Business Days following notice of the Merger Agreementsuch termination, Co-Steel or Gerdau, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall will pay to Parent the terminating party in cash by wire transfer in immediately available funds to an account designated by the terminating party an amount equal to the Parent Expense Fee as payment in full of the terminating party's costs and expenses in connection with the Transaction. 10.3.5. If this agreement is terminated by Gerdau pursuant to section 10.1.9 and prior to such termination a proposal or expression of interest by a third party regarding an Alternative Proposal has been publicly disclosed or announced, then (i) within three Business Days following any such termination, Co-Steel will pay to Gerdau in cash by wire transfer in immediately available funds to an account designated by Gerdau an amount equal to the Expense Fee as payment in full of Gerdau's costs and expenses in connection with the Transaction and (ii) if at any time within 12 months following the date of such termination, Co-Steel enters into any agreement for such Alternative Proposal or a bona fide Material Proposal is consummated, then, immediately prior to such agreement being entered into or such consummation, Co-Steel will pay to Gerdau forthwith the Termination Fee and minus the amount of the Expense Fee previously paid under this section 10.3.5. 10.3.6. If this agreement is terminated (i) by Gerdau pursuant to section 10.1.6 or (ii) by Co-Steel pursuant to section 10.1.7, then, within three Business Days following notice of such expenses to be reimbursedtermination, Co-Steel or Gerdau, as applicable, will pay to the terminating party in cash by wire transfer of same day in immediately available funds within three (3) Business Days following such termination to an account designated by the terminating party an amount equal to the Expense Fee as payment in full of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket terminating party's costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummatedTransaction. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicable.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, Parent by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicableFee. A “Defaulting Party” is an Investor, the failure of such Investor whose failure or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a1.6(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) In the event that (i) the Merger Agreement is terminated, and (ii) on the date of such termination a condition set forth in Section 7.02 of Merger Agreement is not satisfied as a direct result of an event set forth in Exhibit C attached hereto occurring prior to such termination, then Union Sky shall reimburse each Sponsor for all of its out-of-pocket costs and expenses incurred in connection with the Transactions, including any reasonable fees, expenses and disbursements of (i) Advisors (as defined in the Consortium Agreement) retained by such Sponsor (including the reasonable fees, expenses and disbursements of any separate Advisors retained by a Sponsor pursuant to Section 2.4(b) of the Consortium Agreement) and (ii) any financing banks engaged by the Consortium in connection with the Debt Financing. (c) If the Transactions are Merger is not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s its out-of-pocket costs and expenses incurred in connection with the Transactions, including any reasonable fees, expenses and disbursements of (i) Advisors (as defined in the Consortium Agreement) retained by such Non-Breaching Party’s share Party (including the reasonable fees, expenses and disbursements of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to separate Advisors retained by such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under Investor pursuant to Section 2.4(b) of the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs Consortium Agreement) and expenses(ii) any financing banks engaged by the Consortium in connection with the Debt Financing. A “Breaching Party” is an Investor, the willful breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its respective Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions Merger to be consummated. (cd) If the Transactions are Merger is not consummated (and Section 1.5(b1.6(c) of this Agreement does not apply), the Equity Sponsors agree to share (allocated among the Equity Sponsors in proportion to their respective Investor Equity Commitment) any reasonable fees, expenses and disbursements payable to Advisors (as defined in the Consortium Agreement) retained by an Equity Sponsor in connection with the Transactions (including the reasonable fees, expenses and disbursements of any separate Advisors retained by an Equity Sponsor pursuant to Section 2.4(b) of the Consortium Agreement), including (i) Weil, Gotshal & Xxxxxx LLP (“Weil”) in connection with its role as international counsel to Baring Guarantor and Baring SPV for the Transactions, (ii) Fangda Partners and T&D Associates in connection with their roles as PRC counsel to the Equity Sponsors, (iii) Walkers in connection with its role as Cayman counsel to the Consortium, (iv) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP (“Skadden”) in connection with its role as international counsel to HONY Guarantor and HONY SPV, (vi) Ernst & Young in connection with its tax due diligence and transaction tax analysis for the Transaction, (vii) Xxxx & Company in connection with its report with respect to the Company, (viii) Towers Xxxxxx in connection with its due diligence report with respect to the Company’s employees, (ix) Xxxxx (Hong Kong) Limited in connection with its due diligence report with respect to the Company’s insurance program, and (x) any other Advisor as agreed in writing by the Equity Sponsors (the fees, expenses and disbursements contemplated by this Section 1.6(d) are referred to herein as the “Sponsor Advisor Fees”). For the avoidance of doubt and notwithstanding anything to the contrary contained herein, in situations where this Section 1.6(d) applies, the fees, expenses and disbursements payable to Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. (“WSGR”) shall be borne solely by Union Sky. (e) If the Merger is not consummated (and Section 1.6(c) of this Agreement does not apply), the Investors agree that to share (allocated among the Investors in proportion to their respective Investor Equity Commitment) any reasonable fees, expenses and disbursements payable to the financing banks or Advisors retained by or on behalf of the Consortium in connection with the Debt Financing, including without limitation, (i) all Original Shared Transaction Expenses (as defined below) shall be borne by counsel and advisors to the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expensesfinancing banks providing the Debt Financing, including without limitation, Linklaters LLP, Xxx Xx Law Offices and Xxxxxxx, and (ii) all Shared DD Expenses shall be borne Weil in connection with its role as international counsel to the Consortium for the Debt Financing (the fees, expenses and disbursements contemplated by this Section 1.6(e) are referred to herein as the Applicable Sponsors based on their respective DD Pro Rata Portion “Financing Fees”). (as defined belowf) Upon consummation of such Shared DD Expensesthe Merger, (iiii) all Subsequent Shared Transaction Expenses (as defined below) Holdco and Parent shall be borne by reimburse the Applicable Investors based for, or pay on their respective Applicable TE Pro Rata Portion behalf of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as the case may be, any reasonable fees, expenses and disbursements payable to WSGR, Weil and Skadden by any member of the Consortium (the “Approved Legal Fees”), and (ii) the Investors shall share (allocated among the Investors in proportion to their respective Investor Equity Commitment or Revised Investor Equity Commitment, as applicable) all of their out-of-pocket costs and expenses incurred in connection with the Transactions other than the Approved Legal Fees. (g) The Investors shall be entitled to receive any termination, break-up or other fees or amounts payable to Holdco, Parent or Merger Sub by the Company pursuant to the Merger Agreement, allocated among the Investors in proportion to their respective Investor Equity Commitment, net of all costs and expenses incurred by the Parties in connection with the Transactions (which shall be paid or reimbursed, as applicable, by Holdco, Parent or Merger Sub), including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties or the Consortium in connection with the Transactions, the Sponsor Advisor Fees, the Financing Fees and any fees payable to the financing banks in connection with the Debt Financing.

Termination Fee and Expenses. (a) If Except as otherwise set forth in this Section 8.3, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Transactions are consummated. (ib) The Company shall pay to Parent any amounts outstanding under the Merger Bridge Loan (including any interest accrued thereon) withing ten (10) days of any termination of this Agreement is terminated by Parent pursuant to Section 8.02(a), 8.1(c)(ii) as long as Parent and Merger Sub are not in breach of their respective obligations under this Agreement and the Company's failure to satisfy the conditions in either of Section 8.03(a7.2(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement7.2(b), as applicable, and was not caused by any action or inaction of Parent or Merger Sub. (iiic) one of the Investors is a Defaulting Party, then such Defaulting Party The Company shall pay to Parent an amount equal to $1,260,000 (the Parent “Termination Fee Fee”) and such expenses to be reimbursedany amounts outstanding under the Bridge Loan (including any interest accrued thereon) (collectively, the “Termination Payments”), as applicable, by wire transfer of same day immediately available funds to an account or accounts designated in writing by Parent, in the event that: (i) this Agreement is terminated by Parent pursuant to Section 8.1(c)(i), in which case the Termination Fee shall be payable within three ten (310) Business Days days after the date of such termination; (ii) this Agreement is terminated by the Company pursuant to Section 8.1(d)(i), in which case all Termination Payments shall be payable within thirty (30) days after the date such termination and the other Termination Payments shall be payable within ten (10) days after the date of such termination; or (iii) (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso to Section 8.1(b)(i)) or Section 8.1(b)(iii); (B) an Acquisition Proposal shall have been made, proposed or otherwise communicated to the Company or the Stockholders or shall have become publicly known after the date hereof and shall not have been withdrawn prior to (1) the date of such termination, with respect to any termination pursuant to Section 8.1(b)(i), or (2) the date of the Stockholders’ Meeting, with respect to termination pursuant to Section 8.1(b)(iii) and (C) within twelve (12) months following such termination of this ​ ​ Agreement, (x) the Company enters into a definitive agreement with any third party with respect to an Acquisition Proposal or (y) an Acquisition Proposal is consummated; in which case the Termination Fee shall be payable within thirty (30) days after the earlier of the events in clause (C)(x) or (y). For purposes of the references to an “Acquisition Proposal” in Section 8.3(c)(iii), all references to “30%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”. In the event that Parent receives full payment pursuant to this Section 8.3(b), then receipt of the Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Person in connection with this Agreement (and the termination hereof), the Transactions (and the abandonment thereof) or any matter forming the basis for such termination, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any claim, action or proceeding against the Company or any of its Affiliates for damages or any equitable relief arising out of or in connection with this Agreement. If there is , any of the Transactions or any matters forming the basis for such termination. (d) The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Termination Fee on more than one Defaulting Party(1) occasion, each Defaulting Party’s obligations whether or not the Termination Fee may be payable under more than one provision of this Agreement at the immediately preceding sentence shall be reduced to its Pro Rata Portion same or at different times and the occurrence of different events. (e) The parties acknowledge that the agreements contained in Section 8.3(b) are an integral part of the Parent Termination Fee and/or such expensesTransactions and that, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any)without these agreements, the Contribution and Support Agreement (parties would not enter into this Agreement. Accordingly, if party thereto) and/or this Agreement results the Company fails to pay in the termination of the Merger Agreement a timely manner any amount due pursuant to Section 8.02(a8.3(b), 8.03(athen (i) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party Company shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) Parent for all of such Non-Breaching Party’s reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket disbursements and fees of outside legal counsel) incurred in the collection of such overdue amount, and (ii) the Company shall pay to Parent interest on the amount payable pursuant to Section 8.3(b) from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made. The payment by the Company of the Termination Payments pursuant to Section 8.3(b), and, if applicable, any payments under this Section 8.3(e), shall be the sole and exclusive remedy of Parent and Merger Sub in the event of termination of this Agreement under circumstances requiring the payment of a Termination Payment pursuant to Section 8.3(b) for any and all losses or damages suffered or incurred by Parent or any of its Affiliates or Representatives in connection with this Agreement and the TransactionsTransactions (and the termination thereof or any matter forming the basis for such termination), including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummatedMerger. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicable.

Termination Fee and Expenses. (a) If The Company agrees that, if, (i) the Merger Company shall terminate this Agreement is terminated pursuant to Section 8.02(a7.1(i), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee or Merger Sub shall terminate this Agreement pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement7.1(d), as applicable, and or (iii) one (A) Parent or Merger Sub shall terminate this Agreement pursuant to Section 7.1(e) due to failure to obtain the Requisite Company Vote for adoption at the Company Stockholders Meeting and (B) at the time of such failure, any person shall have made a public announcement or otherwise communicated to the Investors is Company and its Stockholders with respect to a Defaulting PartyTakeover Proposal with respect to the Company, then in accordance with Section 7.5(b), after such Defaulting Party termination, or in the case of clause (iii), after the consummation of such Takeover Proposal, the Company shall pay to Parent a termination fee in the amount of $7,200,000 (such fee, the "Termination Fee"). (b) Any payment required to be made pursuant to Section 7.5(a) shall be made to Parent by the Company not later than two business days after delivery to the Company by Parent of notice of demand for payment and shall be made by wire transfer of immediately available funds to an account designated by Parent. (c) Except as set forth in this Section 7.5(c), all Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid in accordance with the provisions of Section 8.5. For purposes of this Agreement, "Expenses" consist of all out-of-pocket expenses (including all fees, commitment fees and expenses of counsel, accountants, commercial and investment bankers, lenders, experts and consultants to a party hereto and its affiliates) incurred by a party or on its behalf to the extent directly related to the authorization, preparation, negotiation, execution and performance of this Agreement, the preparation, printing, filing and mailing of the Proxy Statement, the solicitation of stockholder approvals and all other matters related to the closing of the transactions contemplated hereby up to a maximum of $1,500,000. The Company agrees that it shall pay to Merger Sub an amount equal to Parent's and Merger Sub's documented Expenses directly related to this Agreement and the transactions contemplated hereby if Parent and Merger Sub terminate this Agreement pursuant to Section 7.1(g) provided that Company shall have no such obligation if the Company was entitled to terminate this Agreement pursuant to Section 7.1(f) (unless the event giving rise to the Company's right to terminate under Section 7.1(f) was caused by a breach by the Company referred to in Section 7.1(g)) or Section 7.1(h). Parent and Merger Sub agree that Parent and Merger Sub shall pay to the Company an amount equal to the Parent Termination Fee and such expenses Company's documented Expenses directly related to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in and the termination of transactions contemplated hereby if the Merger Company terminates this Agreement pursuant to Section 8.02(a7.1(h), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, provided the numerator of which is the Investor Equity Commitment of Parent and Merger Sub shall have no such Defaulting Party obligation if Parent and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice Merger Sub were entitled to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or terminate this Agreement results in the failure of the Transactions pursuant to be consummatedSection 7.1(g). (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicable.

Termination Fee and Expenses. (a) If Whether or not the Merger is consummated, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except that (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses each of the Company pursuant to the terms and Fidelity shall bear and pay one-half of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactionsprinting of the Registration Statement and the Joint Proxy Statement/Prospectus, as well as the SEC filing fees related thereto, and (ii) if the Merger is consummated, the Surviving Corporation shall pay, or cause to be paid, all state, local, foreign or provincial sales, use, real property, transfer, stock transfer or similar taxes (including any interest or penalties with respect thereto) attributable to the Merger. (b) The Company shall pay Fidelity the Termination Fee (as hereinafter defined) if this Agreement is terminated solely as follows: (i) such Non-Breaching Party’s share of if the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence Company shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or terminate this Agreement results in the failure of the Transactions pursuant to be consummated.Section 10.1(c)(ii); (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses if (w) either party shall be borne by terminate this Agreement pursuant to Section 10.1(b)(iii) due to the Applicable Sponsors based on their respective DD Pro Rata Portion failure to obtain the Company Stockholder Approval, (as defined belowx) at any time after the date of such Shared DD Expensesthis Agreement and at or before the date of the Company Stockholders Meeting an Acquisition Proposal shall have been publicly announced or otherwise communicated to the Company Board of Directors, (y) within twelve months of the termination of this Agreement, the Company enters into a definitive agreement with any third party with respect to a Business Combination, and (z) a Business Combination with respect to the Company is thereafter consummated; or (iii) all Subsequent Shared Transaction Expenses (as defined below) if Fidelity shall terminate this Agreement pursuant to Section 10.1(d)(i); provided, however, that no Termination Fee shall be borne by payable upon termination of this Agreement pursuant to Section 10.1(d)(i)(A) or Section 10.1(d)(i)(C) if such termination follows an adverse change in the Applicable Investors based Company Recommendation or failure to make the Company Recommendation occurring at a time when Fidelity is in material breach of this Agreement or has materially failed to perform its obligations under this Agreement and such breach or failure to perform either would give rise to a right on their respective Applicable TE Pro Rata Portion the part of the Company to terminate this Agreement or is of a magnitude which would have a Fidelity Material Adverse Effect and (in either case) has not been sufficiently cured or improved within 10 days after notice of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by breach or failure to perform that the Applicable Investors and (v) all other fees and expenses breach or failure to perform would no longer give rise to a right of advisers termination or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicablehave a Fidelity Material Adverse Effect).

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and and/or such expenses to be reimbursed, as applicable, reimbursed to Parent by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s 's obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “"Defaulting Party” " is an Investor, the failure of such Investor whose failure or of an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution Share Sale and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “'s "Pro Rata Portion” " for purposes of this Section 1.5(a1.7(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “"Non-Breaching Party”") for all of such Non-Breaching Party’s 's out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s 's share of the Shared Transaction Expenses Expenses, and Shared DD Expenses (each as defined below)ii) any reasonable fees, as applicable, without prejudice to expenses and disbursements of any rights separate advisers and remedies otherwise available to consultants retained by such Non-Breaching Party. If there is more than one A "Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” " is an Investor, the willful breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution Share Sale and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b1.8(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all equally. All other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor. "Shared Transaction Expenses" means, collectively, all expenses and fees incurred by (i) advisers or consultants that are retained by the Company and whose expenses and fees are to be reimbursed by Baring or its Affiliates, (ii) Advisers (as defined below), and (iii) advisers or consultants that are retained by the Investors acting jointly pursuant to Section 1.9; provided that Shared Transaction Expenses shall not include any expenses or fees of any of the foregoing advisers or consultants to the extent such expenses or fees of such advisers were incurred in respect of services not provided to the Consortium and only to one Investor (including in connection with the preparation of this Agreement, any term sheet or Investorssimilar agreements among consortium members prior to the date hereof, as applicableand any applicable Other Investment Documents), which shall be borne solely by such Investor. Notwithstanding the foregoing, in the event that the Parties mutually agree that CPPIB will no longer be an Investor on a given date in circumstances in which CPPIB is not a Breaching Party, (i) CPPIB shall only be responsible for its portion of the Shared Transaction Expenses incurred on or prior to such date, and (ii) CPPIB shall not be responsible for any Shared Transaction Expenses (and it shall be promptly reimbursed to the extent it has already paid for any such Shared Transaction Expenses) in the event that the Transactions (without the participation of CPPIB or any of its Affiliates) are consummated (in which case, Section 1.08(d) shall apply).

Termination Fee and Expenses. (a) If (i) the The Merger Agreement is terminated pursuant to Section 8.02(a)provides that, Section 8.03(a) or Section 8.03(b) thereofexcept as otherwise provided therein, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including Merger Agreement will be paid by the party incurring such costs or expenses. The Company is however required to pay Parent a termination fee of $326,000,000 (i) such Non-Breaching Party’s share which we refer to as the “Termination Fee”): • Prior to or concurrently with its termination of the Shared Transaction Expenses Merger Agreement, if the Company terminates the Merger Agreement in order to enter into a definitive agreement with respect to a Superior Proposal (as described in “ – Acquisition Proposal” and Shared DD Expenses “ – Termination” above); • Promptly, but in no event later than two (each as defined below)2) business days after the termination of the Merger Agreement, as applicableif Parent terminates the Merger Agreement in connection with a Change in Recommendation; and • If the Merger Agreement is terminated by Parent or the Company pursuant to either party’s right to terminate if the Offer has not been consummated prior to the End Date (but in the case of a termination by the Company, without prejudice to any rights and remedies otherwise available to only if at such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under time Parent would not be prohibited from terminating the immediately preceding sentence shall be reduced to its Pro Rata Portion of Merger Agreement in such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor a manner) or by an Affiliate Parent due to the Company’s breach of such Investoror failure to perform any of its representations, warranties, or covenants that would result in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the a failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses Representation Condition (as defined below) shall be borne by or the Applicable Investors based on their respective Applicable TE Pro Rata Portion Obligations Condition (as defined below) and (i) at any time on or after the date of the Merger Agreement and prior to such Original Shared Transaction Expensestermination a bona fide Acquisition Proposal, or the intention of a third party to make a bona fide Acquisition Proposal, has been publicly made or otherwise become publicly known (unless publicly withdrawn prior to such termination), and (ii) all Shared DD Expenses shall be borne by within twelve (12) months after the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) date of such Shared DD Expensestermination, (iiiA) the Company enters into an agreement with respect to an Alternative Transaction or (B) any Acquisition Transaction is consummated, then the Company will pay the Termination Fee prior to the earliest to occur of its entry into such agreement with respect to or consummation of an Acquisition Transaction. However, for purposes of this clause, all Subsequent Shared Transaction Expenses (as defined below) shall references to “20%” in the definition of “Acquisition Transaction” will be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall deemed to be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicablereferences to “50%.”

Termination Fee and Expenses. To compensate Investar for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Investar, BOJ and Investar agree as follows: A. Provided that Investar is not in material breach of any covenant or obligation under this Agreement (awhich breach, if curable, has not been cured within fifteen (15) If days following receipt of written notice thereof by BOJ specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by: (i) BOJ under the Merger Agreement is terminated pursuant to provisions of Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party9.01E, then such Defaulting Party BOJ shall pay to Parent an amount equal to Investar the Parent sum of $890,000 (the “Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching PartyFee”) for plus all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred by Investar in connection with the Transactionsproposed transaction in immediately available funds, including provided that the aggregate amount of all such expenses shall not exceed $250,000 (i“Investar Expenses”); (ii) Investar under the provisions of Section 9.01F, then BOJ shall pay to Investar the Termination Fee plus the Investar Expenses in immediately available funds; (iii) either Investar or BOJ under the provisions of (A) Section 9.01B, if at the time of termination, the S-4 Registration Statement has been declared effective for at least twenty-five (25) business days prior to such Non-Breaching Party’s share termination and BOJ shall have failed to call, give notice of, convene and hold the BOJ Meeting in accordance with Section 7.03, or (B) Section 9.01G, if, at the time of termination, there exists an Acquisition Proposal with respect to BOJ, then BOJ shall pay to Investar the Investar Expenses in immediately available funds; and (iv) either Investar or BOJ under the provisions of (A) Section 9.01B, if at such time the BOJ Shareholder Approval has not occurred, or (B) Section 9.01G, if, at the time of termination, there exists an Acquisition Proposal with respect to BOJ and, with respect to either clause (A) or (B), within twelve (12) months of the Shared Transaction Expenses and Shared DD Expenses (each as defined below)termination of this Agreement, as applicable, without prejudice BOJ enters into an Acquisition Agreement with any Person with respect to any rights Acquisition Proposal, then BOJ shall pay to Investar the Termination Fee in immediately available funds, which shall be in addition to the Investar Expenses to be paid pursuant to Section 9.04A(iii). B. The payment of the Termination Fee and/or Investar Expenses shall be Investar’s sole and remedies otherwise available exclusive remedy with respect to such Non-Breaching Partytermination of this Agreement as set forth in this Section 9.04. If there is For the avoidance of doubt, in no event shall the Termination Fee described in this Section 9.04 be payable on more than one Breaching Partyoccasion. C. Any payment required by Section 9.04 shall become payable within two (2) business days after receipt by the non-terminating Party of written notice of termination of this Agreement; provided, each Breaching Party’s obligations under however, that if the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, payment of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if anyTermination Fee is required pursuant to Section 9.04A(iv), then such payment shall become payable on or before the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure date of the Transactions to be consummatedexecution by BOJ of an Acquisition Agreement. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply)D. For purposes of this Agreement, the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) an “Acquisition Agreement” means any letter of such Original Shared Transaction Expensesintent, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) agreement in principle, memorandum of such Shared DD Expensesunderstanding, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expensesmerger agreement, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers asset or consultants retained solely by an Investor share purchase or Investors without the mutual share exchange agreement, option agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicableany similar agreement related to any Acquisition Proposal.

Termination Fee and Expenses. (a) If In the event that: (i) an Acquisition Proposal shall have been communicated to or otherwise made known to the Merger shareholders or senior management of the Company or to the Company Board, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal involving the Company after the date hereof; (ii) thereafter this Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) by Guaranty or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to Section 9.1(a)(iii) (if the terms of the Merger Agreement, as applicable, Company Shareholder Approval has not theretofore been obtained) or Section 9.1(e); and (iii) one prior to the date that is 12 months after the date of such termination the Investors is Company enters into a Defaulting Partydefinitive agreement with respect to or consummates any transaction included within the definition of Acquisition Proposal (an “Alternative Transaction”), then such Defaulting Party the Company shall pay to Parent an Guaranty the sum of $1,000,000 (the “Termination Fee”) plus all expenses incurred by Guaranty in connection with the proposed transaction, provided that the aggregate amount equal to the Parent Termination Fee and of all such expenses to be reimbursedshall not exceed $350,000 (the “Guaranty Expenses”) upon the earlier of Company entering into such definitive agreement or the consummation of such Alternative Transaction (regardless of when such consummation occurs); provided that for the purpose of clause (iii) above only, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results all references in the termination definition of the Merger Agreement pursuant Acquisition Proposal to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion10%” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Partiesshall instead refer to “50%”. (b) In the event that this Agreement is terminated by Guaranty pursuant to Section 9.1(j) or by the Company pursuant to Section 9.1(i), and Guaranty is not in material breach of any covenant or obligation under this Agreement, then the Company shall pay Guaranty the Termination Fee and the Guaranty Expenses. In the event that this Agreement is terminated by the Company pursuant to Section 6.13(c) or by Guaranty pursuant to Section 9.1(c), and Guaranty is not in material breach of any covenant or obligation under this Agreement, then the Company shall pay Guaranty the Guaranty Expenses. The payment of the Termination Fee and Guaranty Expenses shall be Guaranty’s sole and exclusive remedy with respect to termination of this Agreement as set forth in Section 9.3(a) or this Section 9.3(b). (c) To compensate the Company for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including the Company’s foregoing of the pursuit of other opportunities, the Company and Guaranty agree that, if this Agreement is terminated by the Company pursuant to Section 9.1(d), and the Company is not in material breach of any covenant or obligation under this Agreement, then Guaranty shall pay to the Company all expenses incurred by the Company in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $350,000 (the “Company Expenses”). The payment of the Company Expenses shall be the Company’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(c). (d) The Company shall pay any payment required by Section 9.3(a) or Section 9.3(b) by wire transfer of immediately available funds within two Business Days after receipt by the Company of written notice of termination of this Agreement. Guaranty shall pay any payment required by Section 9.3(c) by wire transfer of immediately available funds within two Business Days after receipt by Guaranty of written notice of termination of this Agreement. (e) If the Transactions are not consummated, and one of the Investors is a Breaching PartyCompany or Guaranty fails to pay when due any amount payable under this Section 9.3, then such Breaching Party party shall promptly reimburse each the other Investor who is not a Breaching Party party for: (each, a “Non-Breaching Party”i) for all of such Non-Breaching Party’s out-of-pocket costs and expenses (including reasonable fees of counsel) incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share enforcement by a party of the Shared Transaction Expenses its right to payment under this Section 9.3; and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be borne by paid and ending on the Applicable Sponsors based on their respective DD Pro Rata Portion date such overdue amount is actually paid to such party in full) at a rate per annum equal to 1% over the “prime rate” (as defined belowpublished in The Wall Street Journal) of in effect on the date such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall overdue amount was originally required to be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicablepaid.

Termination Fee and Expenses. To compensate Investar for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including foregoing the pursuit of other opportunities by Investar, the parties agree as follows: (a) If Provided that the terminating party is not in material breach of any covenant or obligation under this Agreement (which breach has not been cured within thirty (30) days following receipt of written notice thereof by the other party specifying in reasonable detail the basis of such alleged breach), if this Agreement is terminated by: (i) Mainland Bank under the Merger Agreement is terminated pursuant to provisions of Section 8.02(a11.1(i), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party Mainland Bank shall pay to Parent Investar an amount equal to the Parent sum of $816,000 (the “Termination Fee”) plus all expenses incurred by Investar in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $250,000 (“Investar Expenses”); (ii) (A) Investar under the provisions of Section 11.1(f)(i), then Mainland Bank shall pay to Investar an amount equal to the sum of the Investar Expenses, or (B) Investar under the provisions of Section 11.1(f)(ii) or (iii), then Mainland Bank shall pay to Investar an amount equal to the sum of the Termination Fee and plus the Investar Expenses; (iii) Either Investar or Mainland Bank under the provisions of Section 11.1(b)(iv), and, prior to the Mainland Bank Shareholders’ Meeting, an Acquisition Proposal has been publicly announced, publicly disclosed or otherwise made known generally to Mainland Bank’s shareholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such expenses an Acquisition Proposal, then Mainland Bank shall pay to Investar the Investar Expenses; or (iv) (A) either Investar or Mainland Bank under the provisions of Section 11.1(b)(ii), if at such time the Requisite Shareholder Approval has not occurred, (B) either Investar or Mainland Bank under the provisions of Section 11.1(b)(iv), and, prior to the Mainland Bank Shareholders’ Meeting, an Acquisition Proposal has been publicly announced, publicly disclosed or otherwise made known generally to Mainland Bank’s shareholders, or any Person shall have publicly announced an intention (whether or not conditional) to make such an Acquisition Proposal, or (C) Investar under the provisions of Section 11.1(d) or Section 11.1(f)(i), and, after the date hereof but prior to the event giving rise to such right of termination, an Acquisition Proposal has been made known to Mainland Bank’s board of directors, and, with respect to clause (A), (B) or (C), as the case may be, within twelve (12) months of the date of such termination of this Agreement, Mainland Bank enters into a Mainland Bank Acquisition Agreement with any Person with respect to any Acquisition Proposal or consummates an Acquisition Proposal (provided that for purposes of the definition of “Acquisition Proposal” in this Section 11.3(a)(iv), the references to “15%” in the definition of Acquisition Proposal in Section 12.1 below shall be deemed to be reimbursedreferences to “50%”), then Mainland Bank shall pay to Investar an amount equal to the sum of Termination Fee plus the Investar Expenses (less the amount of Investar Expenses previously paid to Investar pursuant to Section 11.3(a)(ii)(A) or Section 11.3(a)(iii), as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one The payment of the Investors is a Breaching PartyTermination Fee and/or Investar Expenses shall be Investar’s sole and exclusive remedy for monetary damages with respect to termination of this Agreement as set forth in this Section 11.3. For the avoidance of doubt, then such Breaching Party in no event shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred the Termination Fee and/or the Investar Expenses described in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is this Section 11.3 be payable on more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummatedoccasion. (c) If Any payment required by this Section 11.3 shall become payable within two (2) Business Days after receipt by the Transactions are not consummated (non-terminating party of written notice of termination of this Agreement and shall be payable by wire transfer of immediately available funds; provided, however, that if the payment of the Termination Fee is required pursuant to Section 1.5(b) does not apply11.3(a)(iv), then such payment shall become payable on or before the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne earlier of the date of execution by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) Mainland Bank of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by Mainland Bank Acquisition Agreement or the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) consummation of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicableAcquisition Proposal.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Except as provided in Section 8.02(a), Section 8.03(a9.2(b) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger elsewhere in this Agreement, as applicable, all costs and (iii) one of expenses incurred by the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to parties hereto in connection with this Agreement and the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence transactions contemplated hereby shall be reduced to its Pro Rata Portion of borne solely and entirely by the Parent Termination Fee and/or party that has incurred such costs and expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined belowParent terminates this Agreement pursuant to Section 9.1(a)(vi), as applicablethen, without prejudice within one (1) business day of such termination, the Partnership shall pay to any rights and remedies otherwise Parent a termination fee of $17,500,000 by wire transfer of immediately available funds, or (ii) the Partnership terminates this Agreement pursuant to Section 9.1(a)(vii), then the Partnership shall pay to Parent a termination fee of $17,500,000 by wire transfer of immediately available funds concurrently with or prior to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummatedtermination. (c) If Each party will bear fifty percent (50%) of the Transactions are filing fees for all filings made pursuant to the HSR Act, except that if the transaction contemplated by this Agreement is not consummated and (i) Parent and Section 1.5(bMergerCo do not terminate this Agreement pursuant to Sections 9.1(a)(iv) or 9.1(a)(vi), or (ii) the Partnership does not applyterminate this Agreement pursuant to Section 9.1(a)(vii), Parent will reimburse the Partnership and the General Partner for such fees. (d) Notwithstanding anything to the contrary in this Agreement, Parent and MergerCo expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where the Termination Fee is payable in accordance with Section 9.2(b), the Investors payment of the Termination Fee shall constitute liquidated damages with respect to any claim for damages or any other claim which Parent or MergerCo would otherwise be entitled to assert against the General Partner, the Partnership or any Partnership Subsidiary or any of their respective assets, or against any of their respective directors, officers, employees, partners, managers, members, shareholders or stockholders, with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to Parent and MergerCo. The parties hereto expressly acknowledge and agree that that, in light of the difficulty of accurately determining actual damages with respect to the foregoing upon any termination of this Agreement in circumstances where the Termination Fee is payable in accordance with Section 9.2(b), the rights to payment under Section 9.2(b): (i) all Original Shared Transaction Expenses constitute a reasonable estimate of the damages that will be suffered by reason of any such proposed or actual termination of this Agreement and (as defined belowii) shall be borne by in full and complete satisfaction of any and all damages arising as a result of the Applicable Investors based on foregoing. Except for nonpayment of the amounts set forth in Section 9.2(b), Parent and MergerCo hereby agree that, upon any termination of this Agreement in circumstances where the Termination Fee is payable in accordance with Section 9.2(b), in no event shall Parent or MergerCo (i) seek to obtain any recovery or judgment against the General Partner, the Partnership or any Partnership Subsidiary or any of their respective Applicable TE Pro Rata Portion (as defined below) assets, or against any of such Original Shared Transaction Expensestheir respective directors, officers, employees, partners, managers, members or stockholders or shareholders or (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) entitled to seek or obtain any other damages of such Shared DD Expensesany kind, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expensesincluding, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers without limitation, consequential, indirect or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicablepunitive damages.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent in accordance with the terms thereof and SEEK is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of either the Parent Termination Fee or the Merger Company Termination Fee pursuant to Section 9.06(d) of the Merger Agreement and/or (iii) reimburse or indemnify any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives (as defined in the Merger Agreement) incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to the terms Section 7.08(b) or Section 7.16(f) of the Merger Agreement, as applicable, and there is a Defaulting Party (iii) one of the Investors as defined below), and SEEK is not a Defaulting Party, then such Defaulting Party or Defaulting Parties shall pay to Parent SEEK an amount equal to the sum of (A) the Parent Termination Fee pursuant to Section 9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement , (B) the costs and such expenses in connection with the Company’s collection of the Parent Termination Fee or the Merger Company Termination Fee pursuant to be reimbursedSection 9.06(d) of the Merger Agreement and/or (C) any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to Section 7.08(b) or Section 7.16(f) of the Merger Agreement, to the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Consortium Member other than SEEK that is a Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such termination, break-up or other fees or amounts payable by SEEK to the Company. A “Defaulting Party” is a Consortium Member whose failure and/or the failure of its Affiliates (other than, in the case of SEEK, the Company and its Subsidiaries) to (i) perform their respective obligations under its Equity Commitment Letter (if any), the Support Agreement (if party thereto), and/or this Agreement or (ii) to cause Parent or Merger Company (as applicable) to comply with their respective obligations under the Merger Agreement (including obligations in respect of Parent or Merger Company under the Agreement), in each case, that results in the termination of the Merger Agreement pursuant to its terms thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.9 is a fraction, the numerator of which is the Equity Ownership Percentage of such Defaulting Party (or its Affiliates) and the denominator of which is the aggregate Equity Ownership Percentage of all Defaulting Parties (or their Affiliates). (b) If the Merger Agreement is terminated in accordance with its terms thereof and Merger Company is required to (i) pay the Merger Company Termination Fee pursuant to Section 9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of either the Parent Termination Fee or the Merger Company Termination Fee pursuant to Section 9.06(d) of the Merger Agreement and/or (iii) reimburse or indemnify any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to Section 7.08(b) or Section 7.16(f) of the Merger Agreement, as applicable, and SEEK is a Defaulting Party, and none of the other Consortium Members is a Defaulting Party, then SEEK shall pay to Merger Company an amount equal to the sum of (A) the Merger Company Termination Fee pursuant to Section 9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement, (B) the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or the Merger Company Termination Fee pursuant to Section 9.06(d) of the Merger Agreement and/or (C) any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to Section 7.08(b) or Section 7.16(f) of the Merger Agreement, to the extent as applicable, by wire transfer of same day fund within three (3) Business Days following such termination of the Merger Agreement. (c) If the Merger Agreement is terminated in accordance with its terms thereof and Merger Company is required to (i) pay the Merger Company Termination Fee pursuant to Section 9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of either the Parent Termination Fee or the Merger Company Termination Fee pursuant to Section 9.06(d) of the Merger Agreement and/or (iii) reimburse or indemnify any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to Section 7.08(b) or Section 7.16(f) of the Merger Agreement, as applicable, and one of the Hxxxxxxxx Entities or FountainVest Hxxxxxxxx Entities is a Defaulting Party, then such Consortium Member (together with its Affiliates) shall pay to Merger Company an amount equal to the sum of (A) the Merger Company Termination Fee pursuant to Section 9.02(b) or Section 9.03(a) or Section 9.03(b) of the Merger Agreement, (B) the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or the Merger Company Termination Fee pursuant to Section 9.06(d) of the Merger Agreement and/or (C) any reasonable and documented out-of-pocket costs and expenses of the Company, the Company Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing or Available Offshore Cash Financing pursuant to Section 7.08(b) or Section 7.16(f) of the Merger Agreement, to the extent as applicable, by wire transfer of same day fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such termination, break-up or other fees or amounts payable by Merger Company to the Parent Termination Fee and/or Company. (d) If the Merger Agreement is terminated in accordance with the terms thereof and (x) SEEK is required to pay, reimburse or indemnify the termination, break-up or other fees or amounts set forth in Section 1.9(a)(i)-(iii) and (y) Merger Company is required to pay, reimburse or indemnify the termination, break-up or other fees or amounts set forth in Section 1.9(b)(i)-(iii), and SEEK and one of the Hxxxxxxxx Entities or FountainVest Entities are each a Defaulting Party, then each of such expensesDefaulting Parties shall assume responsibility for the payment of the amounts set forth in Section 1.9(a)(A)-(C) and Section 1.9(b)(A)-(C), as allocated among such Defaulting Parties pursuant to their respective Pro Rata Portions of such termination, break-up or other fees or amounts payable by SEEK or Merger Company, as applicable. A . (e) Upon consummation of the Merger, the Surviving Company shall reimburse the Consortium Members for, or pay on behalf of the Consortium Members, as the case may be: (i) the reasonable out-of-pocket costs and expenses incurred by the Consortium Members (but not any of their separate Advisors) in connection with any due diligence investigation conducted by the Consortium Members in connection with the Transactions, (ii) fees, expenses and disbursements payable to any Joint Advisors as contemplated by Section 1.8(a), (iii) the reasonable out-of-pocket costs and expenses incurred by the Consortium Members in connection with the formation of Merger Company; (iv) the fees, expenses and disbursements payable to the Debt Financing Sources or Advisors retained by or on behalf of the Consortium Members in connection with the Debt Financing, including without limitation, all counsel and advisors to the Debt Financing Sources providing the Debt Financing (the fees, expenses and disbursements contemplated by this Section 1.9(e)(iv) are referred to herein as the “Defaulting PartyFinancing Fees” is an Investor whose failure and, together with the fees, expenses and disbursements referred to perform its obligation under its Equity Commitment Letter in Sections 1.9(e)(ii) and (if anyiii), the Contribution “Consortium Transaction Expenses”); (iv) solely with respect to SEEK, the fees, expenses and Support Agreement disbursements payable or incurred by SEEK to O’Melveny & Mxxxx LLP, Walkers Global and King & Wood Mallesons (if party theretoeach of which, for the avoidance of doubt, is a separate Advisor for SEEK) and/or in connection with the Transactions, and (v) in respect of the Hxxxxxxxx Entities and FountainVest Entities, the fees, expenses and disbursements payable or incurred by each Party that (itself or through its Affiliates) is a Closing Investor, to any separate Advisors engaged by such Hxxxxxxxx Entity or FountainVest Entity in connection with the Transactions as contemplated under Section 1.8(b), up to an aggregate of US$600,000 for the Hxxxxxxxx Entities and US$600,000 for the FountainVest Entities. (f) If the Merger is not consummated (and Section 1.9(g) of this Agreement results in the termination does not apply), each of SEEK, Hxxxxxxxx Capital and FountainVest Investment agrees to (i) pay its pro rata amount of the Merger Agreement Consortium Transaction Expenses as determined based on its (or its Affiliate’s) contemplated ownership percentage of the Surviving Company set forth on Exhibit C hereto relative to each other (provided, that, for the avoidance of doubt, neither SEEK, Hxxxxxxxx Capital, FountainVest Investment nor any other Consortium Member shall be responsible under this Section 1.9(f) for any Consortium Transaction Expenses accruing prior to the date such Joint Advisors were engaged by SEEK, Hxxxxxxxx Capital and FountainVest Investment pursuant to Section 8.02(a1.8(a) unless such Party engaged such Advisor (in which case, such Party shall be exclusively liable) and (ii) bear its own costs and expenses incurred in connection with the Transactions including fees, expenses and disbursements payable to any separate Advisor engaged by such Consortium Member as contemplated by Section 1.8(b), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (bg) If the Transactions are Merger is not consummated, and one or more of the Investors Consortium Members is a Breaching PartyDefaulting Party or a Failing Sponsor, then each such Breaching Defaulting Party or Failing Sponsor shall (with joint and several liability in the case there is more than one Defaulting Party and/or Failing Sponsor) promptly reimburse each other Investor Consortium Members who is not a Breaching Defaulting Party or Failing Sponsor (each, a “Non-Breaching Defaulting Party”) for all of such Non-Breaching Party’s its out-of-pocket costs and expenses incurred in connection with the Transactions, including any (i) Consortium Transaction Expenses and (ii) fees, expenses and disbursements payable to any separate Advisors retained by such Non-Breaching Party’s share of Investor pursuant to Section 1.8(b) in connection with the Shared Transaction Expenses Transactions. (h) (i) SEEK shall be entitled to receive any termination, break-up or other fees or amounts payable to it by the Company pursuant to the Merger Agreement and Shared DD Expenses (each ii) the Equity Sponsors shall be entitled to receive any termination, break-up or other fees or amounts payable to Merger Company by the Company pursuant to the Merger Agreement, allocated among the Equity Sponsors in proportion to their respective Equity Commitment (as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such InvestorEquity Commitment Letters), in each case, net of the obligations of Consortium Transaction Expenses payable by such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or Sponsor pursuant to this Agreement results in the failure of the Transactions to be consummatedSection 1.9. (ci) If Notwithstanding anything to the Transactions are not consummated (contrary in this Agreement, to the extent that the Limited Guarantee of either the Hxxxxxxxx Equity Sponsor or the FountainVest Equity Sponsors is enforced and Section 1.5(b) does not apply)neither such Party nor any of its Affiliates is a Defaulting Party, the Investors agree that Defaulting Party (ior Defaulting Parties, as applicable) all Original Shared Transaction Expenses shall promptly pay (or reimburse, as applicable) the amount of the “Obligations” (as defined belowin the Limited Guarantee) shall be borne by (or its applicable portion of the Applicable Investors based on their respective Applicable TE Pro Rata Portion Obligations in the case of more than one Defaulting Party) that is payable thereunder directly to the Hxxxxxxxx Equity Sponsor or the FountainVest Equity Sponsors (as defined belowapplicable) (i.e., the non-Defaulting Party), in lieu of such Original Shared Transaction Expenses, payment (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investorsreimbursement, as applicable) to Merger Company as otherwise required under the Limited Guarantee and by this Agreement.

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) in accordance with its terms thereof and Parent is required to (i) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses and the Company’s Expenses pursuant to Section 8.06(c) of the Company Merger Agreement, (ii) reimburse the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or any Expenses pursuant to Section 8.06(f) of the terms Merger Agreement and/or (iii) reimburse or indemnify any Expenses, liabilities or losses of the Company, its Subsidiaries or their respective Representatives incurred in connection with the arrangement of the Debt Financing pursuant to Section 6.07(d) of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the sum of (A) the Parent Termination Fee and such the reimbursable Expenses of the Company under Section 8.06(c) of the Merger Agreement, (B) the reimbursable costs and expenses of the Company under Section 8.06(f) of the Merger Agreement and/or (C) the reimbursable and indemnifiable Expenses, liabilities and losses of the Company, its Subsidiaries and their respective Representatives under Section 6.07(d) of the Merger Agreement, to be reimbursed, the extent as applicable, by wire transfer of same day funds fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicableFee. A ““ Defaulting PartyParty ” is an Investor, the failure of such Investor whose failure or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) its terms thereof. A Defaulting Party’s ““ Pro Rata PortionPortion ” for purposes of this Section 1.5(a) 1.4 is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If (i) Parent is required, under the Transactions are not consummated, and one terms of the Investors is a Breaching PartyMerger Agreement, then such Breaching Party shall promptly to (A) pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and the Company’s Expenses pursuant to Section 8.06(c) of the Merger Agreement, (B) reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of such Non-Breaching Party’s out-of-pocket the costs and expenses in connection with the Company’s collection of the Parent Termination Fee or any Expenses pursuant to Section 8.06(f) of the Merger Agreement and/or (C) reimburse or indemnify any Expenses, liabilities or losses of the Company, its Subsidiaries or their respective Representatives incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share arrangement of the Shared Transaction Expenses and Shared DD Expenses (each as defined below)Debt Financing pursuant to Section 6.07(d) of the Merger Agreement, as applicable, without prejudice to any rights and remedies otherwise available (ii) prior to such Non-Breaching Party. If there time, any Investor’s Equity Commitment (as defined in such Investor’s Equity Commitment Letter) is more than one Breaching Party, each Breaching Party’s obligations adjusted under the immediately preceding sentence shall be reduced to its Pro Rata Portion terms of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any)and/or the Consortium Agreement, then the Contribution and Support Agreement (if party theretoParties agree, subject to Section 1.4(a) and/or this Agreement results in the failure of the Transactions above, to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of share such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely payable by an Investor or Investors without the mutual agreement of each other Investor Parent in accordance with proportion to their then respective committed equity interest in Holdco (as adjusted under the terms herein shall be borne solely by such Investor or Investors, as applicableof the Equity Commitment Letter and/or the Consortium Agreement).

Termination Fee and Expenses. (a) If (i) the Merger Agreement is terminated pursuant to Section 8.02(a), Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of the Company pursuant to the terms of the Merger Agreement, as applicable, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay to Parent an amount equal to the Parent Termination Fee and such expenses to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties. (b) If the Transactions are not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching PartyParty ”) for all of such Non-Breaching Party’s out-of-pocket costs and expenses incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share of the Shared Transaction Expenses and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall be borne by the Applicable Sponsors based on their respective DD Pro Rata Portion (as defined below) of such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicable.

Termination Fee and Expenses. (a) If (i) To compensate Guaranty for entering into this Agreement, taking actions to consummate the Merger transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including Guaranty’s foregoing of the pursuit of other opportunities, the Company and Guaranty agree that, if this Agreement is terminated by Guaranty pursuant to Section 8.02(a), 9.1(c) for any breach by the Company of Section 8.03(a6.1(a) or Section 8.03(b6.5 (of which any breach shall be deemed per se not curable) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement and/or reimburse any expenses of or by Guaranty or the Company pursuant to the terms Section 9.1(f), and Guaranty is not in material breach of the Merger any covenant or obligation under this Agreement, as applicable, and (iii) one of then the Investors is a Defaulting Party, then such Defaulting Party Company shall pay to Parent an Guaranty the sum of $4,500,000 (the “Termination Fee”) plus all expenses incurred by Guaranty in connection with the proposed transaction, provided that the aggregate amount equal to of all such expenses shall not exceed $500,000 (the Parent “Guaranty Expenses”). The payment of the Termination Fee and such expenses Guaranty Expenses shall be Guaranty’s sole and exclusive remedy with respect to be reimbursed, as applicable, by wire transfer of same day funds within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee and/or such expenses, as applicable. A “Defaulting Party” is an Investor whose failure to perform its obligation under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results as set forth in the termination of the Merger Agreement pursuant to Section 8.02(a), 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.5(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties9.3(a). (b) To compensate the Company for entering into this Agreement, taking actions to consummate the transactions contemplated hereunder and incurring the costs and expenses related thereto and other losses and expenses, including the Company’s foregoing of the pursuit of other opportunities, the Company and Guaranty agree that, if this Agreement is terminated by the Company pursuant to Section 9.1(d) for any breach by Guaranty of Section 7.1(a) or Section 7.6 (of which any breach shall be deemed per se not curable), then Guaranty shall pay to the Company all expenses incurred by the Company in connection with the proposed transaction, provided that the aggregate amount of all such expenses shall not exceed $500,000 (the “Company Expenses”). The payment of the Company Expenses shall be the Company’s sole and exclusive remedy with respect to termination of this Agreement as set forth in this Section 9.3(b). (c) The Company shall pay any payment required by Section 9.3(a) by wire transfer of immediately available funds within two Business Days after receipt by the Company of written notice of termination of this Agreement. Guaranty shall pay any payment required by Section 9.3(b) by wire transfer of immediately available funds within two Business Days after receipt by Guaranty of written notice of termination of this Agreement. (d) If the Transactions are not consummated, and one of the Investors is a Breaching PartyCompany or Guaranty fails to pay when due any amount payable under this Section 9.3, then such Breaching Party party shall promptly reimburse each the other Investor who is not a Breaching Party party for: (each, a “Non-Breaching Party”i) for all of such Non-Breaching Party’s out-of-pocket costs and expenses (including reasonable fees of counsel) incurred in connection with the Transactions, including (i) such Non-Breaching Party’s share enforcement by a party of the Shared Transaction Expenses its right to payment under this Section 9.3; and Shared DD Expenses (each as defined below), as applicable, without prejudice to any rights and remedies otherwise available to such Non-Breaching Party. If there is more than one Breaching Party, each Breaching Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of such costs and expenses. A “Breaching Party” is an Investor, the breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its Equity Commitment Letter (if any), the Contribution and Support Agreement (if party thereto) and/or this Agreement results in the failure of the Transactions to be consummated. (c) If the Transactions are not consummated (and Section 1.5(b) does not apply), the Investors agree that (i) all Original Shared Transaction Expenses (as defined below) shall be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion (as defined below) of such Original Shared Transaction Expenses, (ii) all Shared DD Expenses shall interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be borne by paid and ending on the Applicable Sponsors based on their respective DD Pro Rata Portion date such overdue amount is actually paid to such party in full) at a rate per annum equal to 1% over the “prime rate” (as defined belowpublished in The Wall Street Journal) of in effect on the date such Shared DD Expenses, (iii) all Subsequent Shared Transaction Expenses (as defined below) shall overdue amount was originally required to be borne by the Applicable Investors based on their respective Applicable TE Pro Rata Portion of such Subsequent Shared Transaction Expenses, (iv) all Subsequent Investor Transaction Expenses (as defined below) shall be borne equally by the Applicable Investors and (v) all other fees and expenses of advisers or consultants retained solely by an Investor or Investors without the mutual agreement of each other Investor in accordance with the terms herein shall be borne solely by such Investor or Investors, as applicablepaid.