Common use of Termination Fee; Expenses Clause in Contracts

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) Except as otherwise provided in this Section 8.3 (or otherwise as expressly provided in this Agreement) and except for the filing fee under the HSR Act and any fees for similar filings or notices under foreign Laws or regulations (which such fees shall be paid by Parent in each case but, in the event this Agreement is terminated in accordance with its terms, borne equally by Parent and the Company (with the Company reimbursing Parent for its fifty percent (50%) share of such fees promptly following such termination)), all fees and expenses incurred by the Parties hereto shall be borne solely by the Party that has incurred such fees and expenses. (b) In recognition of the effortsevent that this Agreement is terminated by Parent pursuant to Section 8.1(d)(i), expenses and other opportunities foregone by CenterState while structuring and pursuing then the Merger, Charter Company shall pay to CenterState Parent a termination fee equal to in the amount of $14,485,624 25,000,000 (the “Company Termination Fee”), on the second (2nd) Business Day following the date of such termination. (c) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(i), then the Company shall pay to Parent the Company Termination Fee prior to or concurrently with such termination. (d) In the event that after the date hereof, (i) prior to the Acceptance Time, an Alternative Proposal is publicly disclosed or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal and, in each case, not publicly withdrawn at the time this Agreement is terminated under the circumstances specified in Section 8.1(b)(iii), (ii) this Agreement is terminated by either the Company or Parent for the reason that the Offer shall have been terminated with no purchases of Shares taking place thereunder as a result of the Minimum Condition failing to be satisfied; and (iii) a definitive agreement providing for an Alternative Proposal is entered into within nine (9) months after such termination (regardless of whether an Alternative Proposal is the same Alternative Proposal referred to in the preceding clause (i)) or such Alternative Proposal is consummated, then the Company shall pay to Parent the Company Termination Fee concurrently with the first to occur of the events referred to in the preceding clause (iii); provided, however, that for purposes of the definition of “Alternative Proposal” in this Section 8.3(d), references to “twenty five percent (25%)” and “seventy five percent (75%)” in the definition of Alternative Proposal shall be deemed to refer to “fifty percent (50%).” (e) Notwithstanding anything to the contrary in this Agreement (subject to Section 9.12), (i) if Parent receives or is entitled to receive the Company Termination Fee pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub hereunder, and upon payment of the Company Termination Fee, the Company shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and (ii) if Parent or Merger Sub receives any payments (excluding any payment under Section 8.3(a)) from the Company in respect of any breach of this Agreement, and thereafter Parent is entitled to receive the Company Termination Fee pursuant to this Section 8.3, the Company Termination Fee, as payable pursuant to this Section 8.3 shall be reduced by the aggregate amount of any payments (excluding any payment under Section 8.3(a)) made by the Company to Parent or Merger Sub in respect of any such breaches of this Agreement. All payments under this Section 8.3 shall be made by wire transfer of immediately available funds to an account specified designated in writing by CenterState in the Parent. In no event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the a Company Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%be payable more than once.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) In recognition of the effortsThe Company will pay, expenses and other opportunities foregone by CenterState while structuring and pursuing the Mergeror cause to be paid, Charter shall pay to CenterState a termination fee Parent an amount equal to $14,485,624 13,500,000.00 (the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState if Parent terminates this Agreement pursuant to (i) Section 7.01(g7.1(c)(i)(A) following an Adverse Company Recommendation made in connection with the receipt or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt announcement of CenterState’s notification of such termination; and an Acquisition Proposal or Superior Proposal or (ii) Section 7.1(c)(i)(B), in the event that each case of clause (i) or (ii) which payment shall be made within two (2) Business Days after the date of this Agreement and prior to the termination of this Agreement, . (b) If this Agreement is terminated by (i) Parent pursuant to Section 7.1(b)(iii) and prior to the date of the Company Shareholders’ Meeting an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or withdrawn by the applicable Person at least ten (y10) by CenterState Business Days before the Company Shareholders’ Meeting, (ii) Parent pursuant to Section 7.01(d7.1(c)(i)(A) under circumstances in which the Termination Fee is not payable or (iii) Parent pursuant to Section 7.01(e7.1(c)(ii) and (B) prior to the date that is twelve of the Company Shareholders’ Meeting an Acquisition Proposal shall have been made and shall not have been withdrawn by the applicable Person at least ten (1210) months after Business Days prior to the date of such terminationtermination of this Agreement, Charter enters into any agreement the Company will pay, or consummates an Acquisition Transaction cause to be paid, all of Parent’s, Merger Sub’s and their respective Affiliates’ reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent, Merger Sub and their respective Affiliates on or prior to the termination of this Agreement in connection with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, transactions contemplated by this Agreement; provided, that for purposes of in no event shall the amount payable pursuant to this Section 7.02(a)(ii7.3(b) exceed an amount equal to $3,950,000.00 (the amount payable pursuant to this Section 7.3(b), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination FeeParent Expenses”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree The Company acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState Purchasers would not enter into this Agreement; accordingly, if Charter the Company fails to promptly pay the Termination Fee or Parent Expenses and, in order to pay obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company for the Termination Fee or Parent Expenses (or a portion of any amounts due under this Section 7.02such fees or expenses), Charter the Company shall pay Parent its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on such amounts from the date payment amount of such amounts were due to the date of actual payment fee at the prime rate published in the Money Rates section of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate Journal in effect on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suitrequired to be made. (d) Notwithstanding anything All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent. (e) In the contrary event that Parent shall have the right to receive the Termination Fee or Parent Expenses, Parent’s right to receive such payment (and the fees and expenses set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b7.3(c)), as applicableif any, shall be the Party paying such Termination Fee or Reverse Termination sole and exclusive remedy (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party than with respect to any liability resulting from any willful or intentional breach of this Agreement by the Company) against the Company and any of the Company Subsidiaries or Affiliates for any and all losses suffered by Parent, Merger Sub, their respective Affiliates in connection with, or as a result of the failure, of the transactions contemplated by this AgreementAgreement to be consummated.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter Sunshine shall pay to CenterState a termination fee equal to $14,485,624 7,068,000 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter Sunshine terminates this Agreement pursuant to Section 7.01(h), Charter Sunshine shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter Sunshine or has been made directly to its stockholders shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter Sunshine and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter Sunshine pursuant to Section 7.01(c) because the Requisite Charter Stockholder Sunshine Shareholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter Sunshine enters into any agreement or consummates an Acquisition Transaction a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter Sunshine shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transactiontransaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction Proposal to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter Sunshine and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter Sunshine fails promptly to pay any amounts due under this Section 7.02, Charter Sunshine shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (dc) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party Sunshine pays or causes to be paid to the other Party CenterState the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination Sunshine (or any successor in interest thereofof Sunshine) will not have any further obligations or liabilities to the other Party CenterState with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) In recognition Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorneys' and accountants' fees and expenses) incurred solely for printing, filing and mailing the efforts, expenses Registration Statement and the Proxy Statement and all SEC and other opportunities foregone by CenterState while structuring regulatory filing fees incurred in connection with the Registration Statement and pursuing the Merger, Charter shall pay Proxy Statement and any fees required to CenterState a termination fee equal to $14,485,624 be paid under the HSR Act. (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in b) In the event of any of the following: that (i) in the event CenterState terminates Parent shall terminate this Agreement pursuant to Section 7.01(g9.01(d) or Charter terminates (ii) this Agreement shall be terminated pursuant to Section 9.01(b) or pursuant to Section 9.01(e) as a result of the failure to obtain the requisite approval of the Company stockholders and (A) at or prior to such termination, there shall exist or have been publicly proposed a Competing Transaction with respect to Company and (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (i), promptly after such termination, or in the case of (ii), immediately before the execution and delivery of such agreement or such consummation, Company shall pay to Parent an amount equal to $30 million (the "TERMINATION FEE"). (c) In the event that Parent shall terminate this Agreement pursuant to Section 7.01(h9.01(f), Charter then Company shall pay CenterState the Termination Fee promptly reimburse Parent for Parent's Expenses, and if, within one (1) Business Day after receipt of CenterState’s notification twelve months of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal Company shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal enter into a definitive agreement with respect to Charter any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, immediately before the execution and (A) thereafter this Agreement is terminated (x) delivery of such agreement or such consummation, Company shall pay to Parent an amount in cash equal to the Termination Fee less the amount of any Expenses of Parent previously reimbursed by either CenterState or Charter Company pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii9.05(c), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (cd) Charter Parent and CenterState each Company agree that the agreements contained in this Section 7.02 9.05(b) and 9.05(c) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, without these agreements, CenterState would constitute liquidated damages and not enter into this Agreement; accordinglya penalty. Accordingly, if Charter Company fails promptly to pay to Parent any amounts due under this Section 7.029.05(b) or 9.05(c), Charter Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs cash and expenses of CenterState (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such suit. (d) Notwithstanding anything to amounts at the contrary set forth prime rate of Citibank, N.A. in this Agreement, effect on the Parties agree that if a Party pays or causes date such payment was required to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreementmade.

Termination Fee; Expenses. (a) Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition (A) a Takeover Proposal shall have been made known to senior management of Charter the Company or has shall have been made directly to its stockholders generally or any Person person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter the Company pursuant to Section 7.01(c7.1(b)(iii) because the Requisite Charter Stockholder Approval shall not have been obtained hereof and such Takeover Proposal is consummated within one (1) year of such termination or (yB) this Agreement (i) is terminated by CenterState Parent pursuant to Section 7.01(d7.1(d)(ii), or (ii) or is terminated by the Company pursuant to Section 7.01(e7.1(c)(ii), then the Company shall pay to Parent within one (1) and (B) prior to the date that is twelve (12) months after the date day of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect in the case of subclause (A) such consummation, a termination fee equal to an Acquisition Proposal $1,000,000 (whether or not the same Acquisition Proposal as that referred to above"Termination Fee"), then Charter shall, on the earlier payable by wire transfer of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”)same day funds. The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree Company acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, CenterState Parent and Purchaser would not enter into this Agreement; accordingly, if Charter fails promptly . In the event the Termination Fee becomes payable pursuant to pay any amounts due under this Section 7.027.3, Charter the Company shall also promptly pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journalupon Parent's request, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs all reasonably documented out-of-pocket fees and expenses of CenterState (including reasonable legal fees incurred by Parent and expenses) Purchaser in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or and the transactions contemplated hereby in an amount not to exceed $200,000, which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, that, no payment made by the Company pursuant to this Agreement.-------- Section

Termination Fee; Expenses. (a) In recognition Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses incurred solely for printing, filing and mailing the efforts, expenses Registration Statement and the Joint Proxy Statement and all other SEC and other opportunities foregone by CenterState while structuring regulatory filing fees incurred in connection with the Registration Statement and pursuing any fees required to be paid under the MergerHSR Act. (b) Without limiting any other remedies available to Parent for an intentional breach of this Agreement, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: that (i) in the event CenterState terminates Parent shall terminate this Agreement pursuant to Section 7.01(g9.01(d) or Charter terminates due to a Terminating Company Breach of any covenant or agreement contained in this Agreement pursuant to Section 7.01(h9.01(h) (but only if such Terminating Company Breach arises out of the bad faith or willful misconduct of Company), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal Parent or Company shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates terminate this Agreement pursuant to Section 7.01(b9.01(f) or due to a Terminating Company Breach of any representation or warranty contained in this Agreement pursuant to Section 9.01(h), and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of (A) within ninety (90) days after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated within one hundred eighty (180) days after such termination, and (B) in the case of a termination pursuant to Section 9.01(f), prior to the Shareholder Meeting, there shall have been publicly announced a Competing Transaction; or (iii) Company shall terminate this Agreement pursuant to Section 9.01(k), then Company shall pay to Charter the sum of $2,000,000 Parent (the “Reverse Termination Fee”)"COMPANY TERMINATION FEE") a sum equal to all of Parent's Expenses up to $750,000 and an additional amount equal to $3,000,000. The Reverse Notwithstanding the foregoing, no fee shall be paid pursuant to this Section 9.05(b) if Parent shall be in material breach of its obligations hereunder. Any Company Termination Fee shall be paid to Charter in same-same day fundsfunds within three (3) Business Days of the date of termination. (c) Charter and CenterState each agree Without limiting any other remedies available to Company for an intentional breach of this Agreement, in the event that the agreements (i) Company shall terminate this Agreement pursuant to Section 9.01(e) or due to a Terminating Parent Breach of any covenant or agreement contained in this Agreement pursuant to Section 7.02 are an integral part 9.01(i) (but only if such Terminating Parent Breach arises out of the transactions contemplated by bad faith or willful misconduct of Parent), (ii) Company or Parent shall terminate this AgreementAgreement pursuant to Section 9.01(g) or due to a Terminating Parent Breach of any representation or warranty contained in this Agreement pursuant to Section 9.01(i), and that(A) within ninety (90) days after such termination, without these agreements, CenterState would not Parent shall enter into this Agreementa definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Parent shall be consummated within one hundred eighty (180) days after such termination, and (B) in the case of a termination pursuant to Section 9.01(f), prior to the Shareholder Meeting, there shall have been publicly announced a Competing Transaction; accordinglythen Parent shall pay to Company (the "PARENT TERMINATION FEE") a sum equal to all of Company's Expenses up to $750,000 and an additional amount equal to $3,000,000. Notwithstanding the foregoing, if Charter fails promptly no fee shall be paid pursuant to pay any amounts due under this Section 7.02, Charter 9.05(c) if Company shall pay interest on such amounts from the date payment be in material breach of such amounts were due to its obligations hereunder. Any Parent Termination Fee shall be paid in same day funds within three (3) Business Days of the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suittermination. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) In recognition Except as otherwise provided in the Separation Agreement or this Agreement, including this Section 9.03, and except for (i) the expenses in connection with printing and mailing the Registration Statement, the Proxy Statement and the Vistana Registration Statement required in connection with the actions specified in Section 7.04, (ii) all SEC filing fees relating to the transactions contemplated by this Agreement and (iii) the fees in connection with the approvals required under Section 7.06(a) related to the Merger (each of which fees and expenses in clauses (i) through (iii) shall be borne, in each case, equally by ILG and Starwood), all fees and expenses incurred by the efforts, expenses parties shall be borne solely by the party that has incurred such fees and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter expenses. (b) ILG shall pay to CenterState a termination fee equal to Starwood $14,485,624 40,000,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: ) if this Agreement is terminated as follows: (i) in the event CenterState terminates if this Agreement is terminated pursuant to Section 7.01(g9.01(g), or Section 9.01(h), then ILG shall pay the entire ILG Termination Fee (to the extent not previously paid) or Charter terminates on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 7.01(h9.01(f), Charter (B) pursuant to Section 9.01(e) or (C) pursuant to Section 9.01(c) without a vote of the shareholders of ILG contemplated by this Agreement at the ILG Shareholders Meeting having occurred, and in any such case a Competing Proposal shall pay CenterState have been publicly announced or otherwise communicated to the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that ILG Board at any time after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have not publicly announced withdrawn at least five (and not withdrawn5) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) Business Days prior to the date that is of the taking of the vote of the shareholders of ILG contemplated by this Agreement at the ILG Shareholders Meeting, in the case of clause (A), or the date of termination, in the case of clauses (B) and (C), and (y) if within twelve (12) months after the date of such termination, Charter a transaction in respect of a Competing Proposal is consummated or ILG enters into any a definitive agreement or consummates an Acquisition Transaction with in respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above)of a Competing Proposal, then Charter shall, ILG shall be obligated to pay the Termination Fee (less any Expenses previously paid to Starwood pursuant to Section 9.03(c)) on the second Business Day following the earlier of the date it ILG enters into a definitive agreement in respect or consummates such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, transaction; provided, that that, solely for purposes of this Section 7.02(a)(ii9.03(b)(ii), the term “Competing Proposal” shall have the meaning set forth in Section 7.09(f)(i), except that all references in the definition of Acquisition Transaction to “20%” % and 35% shall instead refer be changed to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Any Termination Fee due under this Section 9.03(b) or Section 9.01(i) shall be paid to Charter in same-day by wire transfer of immediately available funds. (c) Charter ILG shall pay to Starwood its Expenses (i) in an amount not to exceed $15,000,000, if this Agreement is terminated pursuant to Section 9.01(f) or (ii) in an amount not to exceed $30,000,000, if this Agreement is terminated pursuant to Section 9.01(e), and CenterState Starwood shall pay to ILG its Expenses in an amount not to exceed $30,000,000, if this Agreement is terminated pursuant to Section 9.01(d). Any Expenses of Starwood or ILG due under this Section 9.03(c) shall be paid by wire transfer of immediately available funds no later than two Business Days after receipt by the recipient Party of an itemized statement identifying such Expenses. (d) The parties each agree that the agreements contained in this Section 7.02 9.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState the parties would not enter into this Agreement; accordingly. Accordingly, if Charter a party fails promptly to pay any amounts due under this Section 7.029.03 and, Charter in order to obtain such payment, Starwood or ILG, as the case may be, commences a suit that results in a judgment against such party for such amounts, such party shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) prime rate published in the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as Journal for the prime rate on the date such payment was due, plus (ii) 200 basis pointsrelevant period, together with the costs and expenses of CenterState the other party (including reasonable legal fees and expenses) in connection with such suit. (d) . Notwithstanding anything to the contrary set forth in this Agreement, in the Parties agree event that if a Party pays or causes to be paid to the other Party the Termination Fee is payable and actually paid to Starwood in accordance with this Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b)9.03, as applicable, the Party paying payment of such Termination Fee shall be the sole and exclusive remedy of Starwood and its Affiliates against ILG or Reverse Termination (ILG’s shareholders, directors, officers, Affiliates and other Representatives, for any loss or any successor in interest thereof) will not have any further obligations damage based upon, arising out of or liabilities to the other Party with respect relating to this Agreement or the negotiation, execution or performance hereof or the transactions contemplated hereby, except in the case of Fraud or Willful Breach (but subject to Section 9.03(f) below) and except for any claims under the Confidentiality Agreements. (e) Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee, expanding the circumstances in which the Termination Fee is to be paid or restricting or modifying the other rights of any party hereunder, in the event of the valid termination of this Agreement under circumstances in which the Termination Fee is payable pursuant to this Section 9.03, it is agreed that the Termination Fee is liquidated damages, and not a penalty, and the payment thereof in such circumstances is supported by due and sufficient consideration; provided, that no payment of the Termination Fee shall be considered in lieu of, or a replacement or substitution for, damages incurred in the event of Fraud or Willful Breach (but subject to Section 9.03(f) below). For the avoidance of doubt and notwithstanding anything to the contrary in this Section 9.03, the Termination Fee shall only be payable once. (f) After Starwood has received the Termination Fee, Starwood shall only be permitted to bring an action for damages against ILG or ILG’s shareholders, directors, officers, Affiliates or other Representatives for any loss or damage based upon, arising out of or relating to this Agreement or the negotiation, execution or performance hereof or the transactions contemplated hereby, if Starwood claims in such action that ILG has committed Willful Breach or Fraud. Starwood shall only be entitled to payment of any damages in such action to the extent it is finally determined by a court of competent jurisdiction that such damages exceed the amount of the Termination Fee (and in such event, Starwood shall only be entitled to payment of the amount of such damages in excess of the Termination Fee). If it is finally determined by a court of competent jurisdiction that ILG did not commit Willful Breach or Fraud, Starwood shall promptly following the date of such determination pay to ILG its Expenses incurred in connection with defending such action by wire transfer of immediately available funds. Notwithstanding anything to the contrary contained in this Agreement, in no circumstances shall any Party be liable to any other Person for any (i) special, exemplary, or punitive damages or (ii) consequential damages, except in the case of this clause, (ii), to the extent such damages are reasonably foreseeable.

Termination Fee; Expenses. (a) In recognition the event that at any time after the date of the effortsthis Agreement Valley shall terminate this Agreement pursuant to Section 7.1(e) or 7.1(f), expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter then 1st United shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)Valley on the date of such termination, by wire transfer of immediately available funds funds, an amount equal to an account specified the out-of-pocket expenses incurred by CenterState Valley in connection with the transactions contemplated by this Agreement (as itemized by Valley), up to $750,000 (the “Termination Expenses”). (b) In the event of any of the following: that: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (whether or not conditional) shall have been made directly to 1st United’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to senior management of 1st United or 1st United Board of Directors and (B) this Agreement is thereafter terminated (x) by 1st United or Valley pursuant to Section 7.1(c) or Section 7.1(d)(i) (if the 1st United Shareholder Approval has not theretofore been obtained after the Registration Statement shall have been declared effective), or (y) by Valley pursuant to Section 7.1(e) or Section 7.1(f), then, (I) 1st United shall pay to Valley, immediately upon such termination, by wire transfer of immediately available funds, the Termination Expenses, and, (II) if within 12 months after such termination, 1st United or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal as that referred shall have been made, publicly disclosed or communicated prior to abovetermination hereof), then Charter shall1st United shall pay Valley, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transactionexecution or consummation, pay CenterState the Termination Feeby wire transfer of immediately available funds, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum a fee of $2,000,000 14.5 million (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds.; or (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis pointsthis Agreement is terminated by Valley pursuant to Section 7.1(g) or by 1st United pursuant to Section 7.1(h), together with the costs and expenses then 1st United shall pay Valley, immediately upon such termination, by wire transfer of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreementimmediately available funds, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse and Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this AgreementExpenses.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone If this Agreement is terminated: (i) by CenterState while structuring and pursuing the Merger, Charter shall pay Parent pursuant to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState Section 7.1(h) in the event of any of a Company Adverse Recommendation Change; (ii) by the following: (i) in the event CenterState terminates this Agreement Company pursuant to Section 7.01(g7.1(k); or (iii) (A) by the Company or Charter terminates this Agreement Parent pursuant to Section 7.01(h7.1(d), Charter (B) if a Company Takeover Proposal shall pay CenterState have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn by a date that is at least 15 Business Days prior to the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; Company Stockholders’ Meeting and (iiC) in the event that after the date within 12 months of this Agreement and prior to the termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an Acquisition account designated by Parent) in immediately available funds in the case of clause (i), within two Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Company Takeover Proposal and the consummation of such transactions (it being understood that, for purposes of this Section 7.3(a), each reference to “15%” in the definition of “Company Takeover Proposal” in Section 8.15(b) shall be deemed to be a reference to “50.1%”). (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(i) in the event of a Parent Adverse Recommendation Change; (ii) by Parent pursuant to Section 7.1(j); or (iii) (A) by the Company or Parent pursuant to Section 7.1(e), (B) if a Parent Takeover Proposal shall have been made known to senior management of Charter publicly announced or has been made directly to its stockholders generally or any Person shall have become publicly announced (known and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained publicly withdrawn by a date that is at least 15 Business Days prior to the Parent Stockholders’ Meeting and (C) within 12 months of the termination of this Agreement, Parent or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Parent Takeover Proposal with a third party; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (yto an account designated by the Company) in immediately available funds in the case of clause (i), within two Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Parent Takeover Proposal and the consummation of such transactions (it being understood that, for purposes of this Section 7.3(b), each reference to “15%” in the definition of “Parent Takeover Proposal” in Section 8.15(b) shall be deemed to be a reference to “50.1%”). (c) If this Agreement is terminated: (i) (A) by CenterState Parent or the Company pursuant to (x) Section 7.01(d7.1(b) if, at the time of such termination, the conditions to Closing set forth in Section 6.1(d) or Section 7.01(e6.1(e) and (Bin either case of Section 6.1(d) prior or Section 6.1(e), solely to the date extent the matter giving rise to the failure of such condition is related only to the approval under an Antitrust Law of a Chinese Governmental Entity and no other Antitrust Law or other Law) shall not have been satisfied but all other conditions to Closing shall have been satisfied (or in the case of conditions that is twelve (12) months after by their terms are to be satisfied at the Closing, shall be capable of being satisfied on, shall have been satisfied or waived, on the date of such termination), Charter enters into any agreement or consummates (y) Section 7.1(c) (solely to the extent an Acquisition Transaction with respect injunction shall have been entered by a Chinese Governmental Entity (and no other Governmental Entity) pursuant to an Acquisition Proposal (whether Antitrust Law permanently restraining, enjoining or not otherwise prohibiting the same Acquisition Proposal as that referred to aboveconsummation of the Merger and such injunction shall have become final and nonappealable), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (iB) the rate of interest published from time to time Company has complied, in The Wall Street Journalall material respects, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs its covenants and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary agreements set forth in this AgreementSection 5.7 (without giving any effect to any breach of, or action or inaction of the Parties agree that if a Party pays or causes Company of which Parent had knowledge required under, Section 5.7, but failed to be paid to the other Party the Termination Fee provide prompt notice in accordance with Section 7.02(a) or 5.7); then Parent shall pay to the Reverse Termination fee in accordance Section 7.02(b), as applicable, Company the Party paying such Parent China Regulatory Termination Fee or Reverse Termination by wire transfer (or any successor to an account designated by the Company) in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreementimmediately available funds within two Business Days of such termination.

Termination Fee; Expenses. (a) In recognition Except as otherwise provided in this Section 7.3 and except for (i) the expenses in connection with printing and mailing the Joint Proxy Statement and the Form S-4 required in connection with the actions specified in Section 5.3, (ii) all SEC filing fees relating to the Transactions and (iii) the fees in connection with the approvals required under Section 6.1(e) related to the Transactions (each of which fees and expenses shall be borne, in each case, equally by Cardinal and Sarg), all fees and expenses incurred by the efforts, expenses parties shall be borne solely by the party that has incurred such fees and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter expenses. (b) Cardinal shall pay to CenterState a termination fee equal to Sarg $14,485,624 25,000,000 (the “Cardinal Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: if this Agreement is terminated as follows: (i) in the event CenterState terminates if this Agreement is terminated pursuant to Section 7.01(g7.1(c)(ii), Section 7.1(c)(iii) or Charter terminates Section 7.1(d)(iv), then Cardinal shall pay the Cardinal Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 7.01(h7.1(b)(iii), Charter (B) pursuant to Section 7.1(c)(i) or (C) pursuant to Section 7.1(b)(ii) without a vote of the shareholders of Cardinal contemplated by this Agreement at the Cardinal Shareholders Meeting having occurred or otherwise without the Cardinal Shareholder Approval having been obtained, and in any such case a Competing Proposal shall pay CenterState have been publicly announced or otherwise communicated to the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that Cardinal Board at any time after the date of this Agreement and prior to the termination date of the taking of the vote of the shareholders of Cardinal contemplated by this AgreementAgreement at the Cardinal Shareholders Meeting, an Acquisition Proposal shall have been made known to senior management in the case of Charter clause (A), or has been made directly to its stockholders generally or any Person shall have publicly announced the date of termination, in the case of clauses (and not withdrawnB) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or C), and (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is if within twelve (12) months after the date of such termination, Charter a transaction in respect of a Competing Proposal is consummated or Cardinal enters into any a definitive agreement or consummates an Acquisition Transaction with in respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above)of a Competing Proposal, then Charter shall, Cardinal shall pay the Cardinal Termination Fee (less any Expenses previously paid to Sarg pursuant to Section 7.3(c)) on the second Business Day following the earlier of the date it Cardinal enters into a definitive agreement in respect of or consummates such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, transaction; provided, that that, solely for purposes of this Section 7.02(a)(ii7.3(b)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(g)(i), except that all references in the definition of Acquisition Transaction to “20%” % shall instead refer be changed to “50%.” . Any Cardinal Termination Fee due under this Section 7.3(b) shall be paid by wire transfer of immediately available funds. Any Expenses of Sarg due under this Section 7.3(b) shall be (bx) If CenterState or Charter terminates this Agreement reduced by the amount of Expenses, if any, paid pursuant to Section 7.01(b7.3(c) and (y) paid by wire transfer of immediately available funds no later than two Business Days after Cardinal’s receipt from Sarg of an itemized statement identifying such Expenses. (c) Cardinal shall pay to Sarg its Expenses in an amount not to exceed $8,000,000, if this Agreement is terminated (i) pursuant to Section 7.1(b)(iii) or (ii) pursuant to Section 7.1(c)(i). Any Expenses of Sarg due under this Section 7.3(c) shall be paid by wire transfer of immediately available funds no later than two Business Days after Cardinal’s receipt from Sarg of an itemized statement identifying such Expenses. (d) Sarg shall pay to Cardinal $25,000,000 (the denial “Sarg Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii) or Section 7.1(c)(iv), then Sarg shall pay the Sarg Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 7.1(b)(iv), (B) pursuant to Section 7.1(d)(i) or (C) pursuant to Section 7.1(b)(ii) without a vote of the applicable Regulatory stockholders of Sarg contemplated by this Agreement at the Sarg Stockholders Meeting having occurred or otherwise without the Sarg Stockholder Approval having been obtained, and in any such case a Competing Proposal shall have been publicly announced or otherwise communicated to the Sarg Board at any time after the date of this Agreement and prior to the date of the taking of the vote of the stockholders of Sarg contemplated by this Agreement at the applicable Governmental Authority is caused solely by CenterState and its SubsidiariesSarg Stockholders Meeting, CenterState shallin the case of clause (A), on or the date of termination, in the case of clauses (B) and (C), and (y) if within twelve (12) months after the date of such termination, a transaction in respect of a Competing Proposal is consummated or Sarg enters into a definitive agreement in respect of a Competing Proposal, then Sarg shall pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Sarg Termination Fee (less any Expenses previously paid to Cardinal pursuant to Section 7.3(e)) on the second Business Day following the earlier of the date Sarg enters into a definitive agreement in respect of or consummates such transaction; provided, that, solely for purposes of this Section 7.3(d)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(g)(i), except that all references to 20% shall be changed to 50%. Any Sarg Termination Fee due under this Section 7.3(d) shall be paid by wire transfer of immediately available funds. Any Expenses of Cardinal due under this Section 7.3(d) shall be (x) reduced by the amount of Expenses, if any, paid pursuant to Charter in same-day fundsSection 7.3(e) and (y) paid by wire transfer of immediately available funds no later than two Business Days after Sarg’s receipt from Cardinal of an itemized statement identifying such Expenses. (ce) Charter and CenterState Sarg shall pay to Cardinal its Expenses in an amount not to exceed $8,000,000 if this Agreement is terminated (i) pursuant to Section 7.1(b)(iv) or (ii) pursuant to Section 7.1(d)(i). Any Expenses of Cardinal due under this Section 7.3(e) shall be paid by wire transfer of immediately available funds no later than two Business Days after Sarg’s receipt from Cardinal of an itemized statement identifying such Expenses. (f) The parties each agree that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, CenterState the parties would not enter into this Agreement; accordingly. Accordingly, if Charter a party fails promptly to pay any amounts due under this Section 7.027.3 and, Charter in order to obtain such payment, Sarg or Cardinal, as the case may be, commences a suit that results in a judgment against such party for such amounts, such party shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) prime rate published in the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as Journal for the prime rate on the date such payment was due, plus (ii) 200 basis pointsrelevant period, together with the costs and expenses of CenterState the other party (including reasonable legal fees and expenses) in connection with such suit. (d) . Notwithstanding anything to the contrary set forth in this Agreement, in the Parties agree event that if a Party pays the Cardinal Termination Fee or causes to be the Sarg Termination Fee is payable and actually paid to the other Party the Termination Fee Cardinal or Sarg in accordance with this Section 7.02(a) 7.3, payment of such Cardinal Termination Fee or the Reverse Sarg Termination fee in accordance Section 7.02(b)Fee, as applicable, shall be the Party paying sole and exclusive remedy of the non-terminating party and its affiliates against any other party or such Termination Fee other party’s shareholders, directors, officers, affiliates and other Representatives, for any loss or Reverse Termination (damage based upon, arising out of or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect relating to this Agreement or the transactions negotiation, execution or performance hereof or the Transactions contemplated hereby, except in the case of Willful Breach or fraud. Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Cardinal Termination Fee or the Sarg Termination Fee, expanding the circumstances in which the Cardinal Termination Fee or the Sarg Termination Fee, as applicable, is to be paid or restricting or modifying the other rights of any party hereunder, in the event of the valid termination of this Agreement under circumstances in which the Cardinal Termination Fee or the Sarg Termination Fee is payable pursuant to this Section 7.3, it is agreed that each of the Cardinal Termination Fee and the Sarg Termination Fee is liquidated damages, and not a penalty, and the payment thereof in such circumstances is supported by this Agreementdue and sufficient consideration; provided, that no payment of a Cardinal Termination Fee or a Sarg Termination Fee shall be considered in lieu of, or a replacement or substitution for, damages incurred in the event of any Willful Breach or fraud.

Termination Fee; Expenses. (a) In recognition of Except as provided in this Section 7.3 and except for the efforts, expenses and other opportunities foregone filing fee under the HSR Act (which filing fee in all events shall be borne by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”Parent), all fees and expenses incurred by wire transfer the parties hereto shall be borne solely by the party hereto that has incurred such fees and expenses. For the sake of immediately available funds to an account specified clarity, the cost of preparing printing, and mailing the Proxy Statement and the preliminary proxy statement shall be borne by CenterState in the Company. (b) In the event of any of the following: that: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition a Takeover Proposal shall have been made known to senior management of Charter the Company or has shall have been made directly to its stockholders shareholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated pursuant to Section 7.1(c)(i) or 7.1(d)(i) hereof and such Takeover Proposal or another Takeover Proposal with such Person or any of such Person’s Affiliates is consummated within one year of such termination, (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), or is terminated by the Company pursuant to Section 7.1(c)(ii), or (iii) this Agreement is terminated by either the Company or Parent pursuant to Section 7.1(b)(ii) and any of (x) by either CenterState a direct or Charter pursuant to Section 7.01(c) because indirect acquisition or purchase of 15% or more of the Requisite Charter Stockholder Approval shall not have been obtained assets of the Company or any of its Subsidiaries or 15% or more of any class of equity securities of the Company or any of its Subsidiaries, (y) by CenterState pursuant to Section 7.01(da tender offer or exchange offer resulting in any Person beneficially owning 15% or more of any class of equity securities of the Company or any of its Subsidiaries, or (z) a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or Section 7.01(e) and (B) prior to similar transaction involving the date that Company or any of its Subsidiaries is twelve (12) months after the date consummated within one year of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect then the Company shall pay to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation Parent within one business day of such Acquisition Transactiontermination, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references or in the definition case of Acquisition Transaction subclause (i) or (iii) upon such consummation, a termination fee equal to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 3,000,000 million (the “Reverse Termination Fee”), payable by wire transfer of same day funds. The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree Company acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, CenterState Parent and Merger Sub would not enter into this Agreement; accordingly, if Charter fails promptly . In the event the Termination Fee becomes payable pursuant to pay any amounts due under this Section 7.027.3, Charter the Company shall also promptly pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journalupon Parent’s request, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs all reasonably documented out-of-pocket fees and expenses of CenterState (including reasonable legal fees incurred by Parent and expenses) Merger Sub in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or and the transactions contemplated hereby (not exceeding $500,000 in the aggregate), which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder; provided, that no payment made by the Company pursuant to this AgreementSection 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Merger Sub or of any rights of the Company in respect thereof or as a waiver by Parent or Merger Sub of any breach of this Agreement by the Company or of any rights of Parent or Merger Sub in respect thereof; and provided, further, that the Termination Fee, if paid, shall be credited against any damages recovered by Parent or Merger Sub from the Company arising from such breach.

Termination Fee; Expenses. (a) Except as otherwise provided in this Section 7.3, all out-of-pocket fees and expenses (including all fees and expenses of legal counsel, accountants, investment bankers, experts and consultants to a Party and its Affiliates and SEC and HSR filing fees) incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the Transactions shall be borne solely by the Party that has incurred such fees and expenses. (b) In recognition the event that (i) this Agreement is terminated and, at the time of such termination of this Agreement, could have been (or was) terminated by TiVo pursuant to Section 7.1(b)(ii) or Section 7.1(b)(iii); and (ii) a Takeover Proposal (substituting “50%” for “20%” in the definition of “Takeover Proposal”) for Rovi (whether or not modified after it was first made) is publicly disclosed, announced or otherwise made public for the first time (in each case, other than by TiVo) (1) (in the case of Section 7.1(b)(ii)) twenty (20) days prior to the date of termination and on or after the date hereof, where the vote seeking the Rovi Stockholder Approval at the Rovi Stockholders Meeting had not been taken prior to the second (2nd) Business Day prior to the Outside Date (after giving effect to any and all extensions under Section 7.1(b)(ii)), provided, that such Takeover Proposal was not withdrawn prior to the termination of this Agreement; or (2) (in the case of Section 7.1(b)(iii)) ten (10) Business Days prior to the date of the effortsRovi Stockholders Meeting and on or after the date hereof (provided, expenses and other opportunities foregone by CenterState while structuring and pursuing that such Takeover Proposal was not withdrawn prior to the Mergerfinal conclusion of the Rovi Stockholders Meeting), Charter then Rovi shall pay to CenterState TiVo, on the date of termination, $9,150,000 payable by wire transfer of same day funds, on the date of such termination. If within one (1) year following such a termination fee equal by Rovi pursuant to $14,485,624 the preceding sentence Rovi enters into a definitive agreement providing for, or otherwise consummates, a Takeover Proposal (substituting “50%” for “20%” in the definition of “Takeover Proposal”), then Rovi shall pay to TiVo the Termination Fee”Fee (less any amount previously paid by Rovi pursuant to this Section 7.3(b)), by wire transfer of immediately available funds to an account specified by CenterState same day funds, upon the earlier of the public announcement of Rovi’s entry into any such agreement or the consummation of any such transaction. In the event such a Takeover Proposal (substituting 50% for 20% in the event definition of any of the following: (i“Takeover Proposal”) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and is consummated prior to the termination of this Agreement, an Acquisition Proposal then Rovi shall have been made known promptly pay to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced TiVo the Termination Fee. (and not withdrawnc) an Acquisition Proposal with respect to Charter and In the event that (Ai) thereafter this Agreement is terminated and, at the time of such termination of this Agreement, could have been (xor was) terminated by either CenterState or Charter Rovi pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d7.1(b)(ii) or Section 7.01(e) 7.1(b)(iv); and (Bii) a Takeover Proposal (substituting “50%” for “20%” in the definition of “Takeover Proposal”) for TiVo (whether or not modified after it was first made) is publicly disclosed, announced or otherwise made public for the first time (in each case, other than by Rovi) (1) (in the case of Section 7.1(b)(ii)) twenty (20) days prior to the date that is twelve (12) months of termination and on or after the date of such terminationhereof, Charter enters into where the vote seeking the TiVo Stockholder Approval at the TiVo Stockholders Meeting had not been taken prior to the second (2nd) Business Day prior to the Outside Date (after giving effect to any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to aboveand all extensions under Section 7.1(b)(ii), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee), provided, that for purposes such Takeover Proposal was not withdrawn prior to the termination of this Agreement; or (2) (in the case of Section 7.02(a)(ii7.1(b)(iv)) ten (10) Business Days prior to the date of the TiVo Stockholders Meeting and on or after the date hereof (provided, that such Takeover Proposal was not withdrawn prior to the final conclusion of the TiVo Stockholders Meeting), all references in the definition of Acquisition Transaction then TiVo shall pay to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, Rovi on the date of termination, $9,150,000 payable by wire transfer of same day funds, on the date of such termination. If within one (1) year following such a termination by TiVo pursuant to the preceding sentence TiVo enters into a definitive agreement providing for, or otherwise consummates, a Takeover Proposal (substituting “50%” for “20%” in the definition of “Takeover Proposal”), then TiVo shall pay to Charter Rovi the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be (less any amount previously paid by TiVo pursuant to Charter in same-this Section 7.3(c)), by wire transfer of same day funds. (c) Charter and CenterState each agree that , upon the agreements contained in this Section 7.02 are an integral part earlier of the transactions contemplated by public announcement of TiVo’s entry into any such agreement or the consummation of any such transaction. In the event such a Takeover Proposal (substituting 50% for 20% in the definition of “Takeover Proposal”) is consummated prior to the termination of this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails then TiVo shall promptly pay to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from Rovi the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suitTermination Fee. (d) Notwithstanding anything In the event this Agreement (A) is, or, at the time of a termination of this Agreement pursuant to the contrary set forth in this AgreementSection 7.1(b)(iii), the Parties agree that if a Party pays or causes could have been, terminated by TiVo pursuant to be paid to the other Party the Termination Fee in accordance with Section 7.02(a7.1(c)(i) or (B) is, or, at the Reverse Termination fee in accordance time of a termination of this Agreement pursuant to Section 7.02(b7.1(b)(iv), could have been, terminated by Rovi pursuant to Section 7.1(d)(i), then the Party who terminated (or could have terminated, as applicable) pursuant to Sections 7.1(c)(i) or 7.1(d)(i) shall be paid by the other Principal Party, no later than two Business Days after the date of termination, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated Fee, payable by this Agreementwire transfer of same day funds.

Termination Fee; Expenses. (a) In recognition Except as otherwise provided in this Section 7.3 and except for (i) the expenses in connection with printing and mailing the Joint Proxy Statement and the Form S-4 required in connection with the actions specified in Section 5.3, (ii) all SEC filing fees relating to the Transactions and (iii) the fees in connection with the approvals required under Section 6.1(e) related to the Transactions (each of which fees and expenses shall be borne, in each case, equally by DENTSPLY and Sirona), all fees and expenses incurred by the efforts, expenses parties shall be borne solely by the party that has incurred such fees and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter expenses. (b) DENTSPLY shall pay to CenterState a termination fee equal to Sirona $14,485,624 280 million (the “DENTSPLY Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: ) if this Agreement is terminated as follows: (i) in the event CenterState terminates if this Agreement is terminated pursuant to Section 7.01(g7.1(c)(ii), or Section 7.1(c)(iii), then DENTSPLY shall pay the entire DENTSPLY Termination Fee (to the extent not previously paid) or Charter terminates on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 7.01(h7.1(b)(iii), Charter (B) pursuant to Section 7.1(c)(i) or (C) pursuant to Section 7.1(b)(ii) without a vote of the shareholders of DENTSPLY contemplated by this Agreement at the DENTSPLY Shareholders Meeting having occurred, and in any such case a Competing Proposal shall pay CenterState have been publicly announced or otherwise communicated to the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that DENTSPLY Board at any time after the date of this Agreement and prior to the termination date of the taking of the vote of the shareholders of DENTSPLY contemplated by this AgreementAgreement at the DENTSPLY Shareholders Meeting, an Acquisition Proposal shall have been made known to senior management in the case of Charter clause (A), or has been made directly to its stockholders generally or any Person shall have publicly announced the date of termination, in the case of clauses (and not withdrawnB) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or C), and (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is if within twelve (12) months after the date of such termination, Charter a transaction in respect of a Competing Proposal is consummated or DENTSPLY enters into any a definitive agreement or consummates an Acquisition Transaction with in respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above)of a Competing Proposal, then Charter shall, DENTSPLY shall pay the DENTSPLY Termination Fee (less any Expenses previously paid to Sirona pursuant to Section 7.3(c)) on the second Business Day following the earlier of the date it DENTSPLY enters into a definitive agreement in respect of or consummates such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, transaction; provided, that that, solely for purposes of this Section 7.02(a)(ii7.3(b)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(g)(i), except that all references in the definition of Acquisition Transaction to “20%” % shall instead refer be changed to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Any DENTSPLY Termination Fee due under this Section 7.3(b) shall be paid to Charter in same-day by wire transfer of immediately available funds. (c) Charter DENTSPLY shall pay to Sirona its Expenses in an amount not to exceed $15 million, if this Agreement is terminated (i) pursuant to Section 7.1(b)(iii) (except if, prior to such termination, the Sirona Shareholder Approval was not obtained upon a vote taken thereon at the Sirona Shareholders Meeting duly convened therefor or at any adjournment or postponement thereof) or (ii) pursuant to Section 7.1(c)(i). Any Expenses of Sirona due under this Section 7.3(c) shall be paid by wire transfer of immediately available funds no later than two Business Days after DENTSPLY’s receipt from Sirona of an itemized statement identifying such Expenses. (d) Sirona shall pay to DENTSPLY $205 million (the “Sirona Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii), then Sirona shall pay the entire Sirona Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 7.1(b)(iv), (B) pursuant to Section 7.1(d)(i) or (C) pursuant to Section 7.1(b)(ii) without a vote of the shareholders of Sirona contemplated by this Agreement at the Sirona Shareholders Meeting having occurred, and CenterState in any such case a Competing Proposal shall have been publicly announced or otherwise communicated to the Sirona Board at any time after the date of this Agreement and prior to the date of the taking of the vote of the shareholders of Sirona contemplated by this Agreement at the Sirona Shareholders Meeting, in the case of clause (A), or the date of termination, in the case of clauses (B) or (C), and (y) if within twelve (12) months after the date of such termination, a transaction in respect of a Competing Proposal is consummated or DENTSPLY enters into a definitive agreement in respect of a Competing Proposal, then Sirona shall pay the Sirona Termination Fee (less any Expenses previously paid to DENTSPLY pursuant to Section 7.3(e)) on the second Business Day following the earlier of the date Sirona enters into a definitive agreement in respect of or consummates such transaction; provided, that, solely for purposes of this Section 7.3(d)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(g)(i), except that all references to 20% shall be changed to 50%. Any Sirona Termination Fee due under this Section 7.3(d) shall be paid by wire transfer of immediately available funds. (e) Sirona shall pay to DENTSPLY its Expenses in an amount not to exceed $15 million if this Agreement is terminated (i) pursuant to Section 7.1(b)(iv) (except if, prior to such termination, the DENTSPLY Shareholder Approval was not obtained upon a vote taken thereon at the DENTSPLY Shareholders Meeting duly convened therefor or at any adjournment or postponement thereof) or (ii) pursuant to Section 7.1(d)(i). Any Expenses of DENTSPLY due under this Section 7.3(e) shall be paid by wire transfer of immediately available funds no later than two Business Days after Sirona’s receipt from DENTSPLY of an itemized statement identifying such Expenses. (f) The parties each agree that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, CenterState the parties would not enter into this Agreement; accordingly. Accordingly, if Charter a party fails promptly to pay any amounts due under this Section 7.027.3 and, Charter in order to obtain such payment, Sirona or DENTSPLY, as the case may be, commences a suit that results in a judgment against such party for such amounts, such party shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) prime rate published in the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as Journal for the prime rate on the date such payment was due, plus (ii) 200 basis pointsrelevant period, together with the costs and expenses of CenterState the other party (including reasonable legal fees and expenses) in connection with such suit. (d) . Notwithstanding anything to the contrary set forth in this Agreement, in the Parties agree event that if a Party pays the DENTSPLY Termination Fee or causes to be the Sirona Termination Fee is payable and actually paid to the other Party the Termination Fee DENTSPLY or Sirona in accordance with this Section 7.02(a) 7.3, payment of such DENTSPLY Termination Fee or the Reverse Sirona Termination fee in accordance Section 7.02(b)Fee, as applicable, shall be the Party paying sole and exclusive remedy of the non-terminating party and its affiliates against any other party or such Termination Fee other party’s shareholders, directors, officers, affiliates and other Representatives, for any loss or Reverse Termination (damage based upon, arising out of or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect relating to this Agreement or the transactions negotiation, execution or performance hereof or the Transactions contemplated hereby, except in the case of Willful Breach or fraud. Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the DENTSPLY Termination Fee or the Sirona Termination Fee, expanding the circumstances in which the DENTSPLY Termination Fee or the Sirona Termination Fee, as applicable, is to be paid or restricting or modifying the other rights of any party hereunder, in the event of the valid termination of this Agreement under circumstances in which the DENTSPLY Termination Fee or the Sirona Termination Fee is payable pursuant to this Section 7.3, it is agreed that each of the DENTSPLY Termination Fee and the Sirona Termination Fee is liquidated damages, and not a penalty, and the payment thereof in such circumstances is supported by this Agreementdue and sufficient consideration; provided, that no payment of a DENTSPLY Termination Fee or a Sirona Termination Fee shall be considered in lieu of, or a replacement or substitution for, damages incurred in the event of any Willful Breach or fraud.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter Belmont shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)Sky, by wire transfer of immediately available funds to an account specified by CenterState funds, a termination fee in the event amount of any of $2,100,000 (the following: “Termination Fee”) if: (i) in the event CenterState terminates this Agreement is terminated by Belmont pursuant to Section 7.01(g8.01(f); or (ii) or Charter terminates (A) this Agreement is terminated by Sky pursuant to Section 7.01(h8.01(b)(ii) or 8.01(g), Charter shall pay CenterState the Termination Fee within one or by Sky or Belmont pursuant to Section 8.01(h); (1B) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that at any time after the date of this Agreement and prior to the termination of this Agreementany such termination, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter Belmont shall have been publicly announced, publicly proposed or commenced; and (AC) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) within 18 months after the date of such termination, Charter enters Belmont shall have entered into any an agreement or consummates an Acquisition Transaction with respect relating to an Acquisition Proposal (whether or not the same any Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%have been consummated.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(bThe Termination Fee shall be payable (i) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay termination of this Agreement in the case of clause (a)(i) above; and (ii) two business days after the first to Charter occur of the sum execution of $2,000,000 the agreement relating to an Acquisition Proposal or consummation of the Acquisition Proposal in the case of clause (a)(ii) above. Upon payment of the “Reverse Termination Fee”). The Reverse Termination Fee and Out of Pocket Expenses in accordance with this Section 8.03, Belmont shall be paid have no further liability to Charter Sky at law or in same-day fundsequity with respect to such termination under Section 8.01(f), 8.01(b) or 8.01(g), or with respect to this Agreement. (c) Charter If an Acquisition Proposal has been made known to Belmont or any of its Subsidiaries and CenterState each agree that made known to Belmont’s shareholders generally or has been made directly to its shareholders generally or any Person has publicly announced an intention (whether or not conditional) to make a bona fide Acquisition Proposal and such Acquisition Proposal or announced intention has not been withdrawn, and thereafter this Agreement is terminated pursuant to Section 8.01(c), then Belmont shall promptly (but not later than two business days after receipt of notice of such termination from Sky) pay to Sky an amount equal to all documented out-of-pocket expenses and fees incurred by Sky (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of or in connection with or related to the agreements contained in this Section 7.02 are an integral part of Parent Merger or the other transactions contemplated by this Agreement) (“Out-of-Pocket Expenses”), and thatSky may pursue any remedies available to it at Law or in equity and will, without these agreementsin addition to its Out-of-Pocket Expenses (which are to be paid as specified above), CenterState would not enter into this Agreement; accordingly, if Charter be entitled to receive such additional amounts as such non-breaching party may be entitled to receive at Law or in equity. (d) If Belmont fails promptly to pay any all amounts due under this Section 7.02to Sky on the dates specified, Charter then Belmont shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the all costs and expenses of CenterState (including reasonable legal fees and expenses) incurred by Sky in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such suit. (d) Notwithstanding anything to unpaid amounts, together with interest on such unpaid amounts at the contrary set forth prime lending rate prevailing at such time, as published in this Agreementthe Wall Street Journal, from the Parties agree that if a Party pays or causes date such amounts were required to be paid to until the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated date actually received by this AgreementSky.

Termination Fee; Expenses. (a) Except as otherwise provided in this Section 8.3 (or otherwise as expressly provided in this Agreement) and except for the filing fee under the HSR Act and any fees for similar filings or notices under foreign Laws or regulations (which such fees shall be paid by Parent in each case but, in the event this Agreement is terminated in accordance with its terms, borne equally by Parent and the Company (with the Company reimbursing Parent for its 50% share of such fees promptly following such termination)), all fees and expenses incurred by the Parties hereto shall be borne solely by the Party that has incurred such fees and expenses. (b) In recognition of the effortsevent that this Agreement is terminated by Parent pursuant to Section 8.1(d)(i), expenses and other opportunities foregone by CenterState while structuring and pursuing then the Merger, Charter Company shall pay to CenterState Parent a termination fee equal in the amount of $261,340,000 (the “Company Termination Fee”) and shall reimburse Parent the amount of the Pinnacle Termination Fee previously paid to $14,485,624 or on behalf of the Company pursuant to Section 6.13 (the “Termination Pinnacle Reimbursement Fee”), in each case on the second Business Day following the date of such termination. (c) [Reserved]. (d) In the event that this Agreement is terminated by the Company pursuant to Section 8.1(c)(i), then the Company shall pay to Parent the Company Termination Fee and shall reimburse Parent the Pinnacle Reimbursement Fee, in each case prior to or concurrently with such termination. (e) In the event that after the date hereof, (i) a Takeover Proposal shall have been publicly disclosed, announced or otherwise made public by any Person (other than Parent or any of its Affiliates) (a “Company Takeover Proposal”), (ii) this Agreement is terminated pursuant to Section 8.1(b)(ii), Section 8.1(b)(iii) or Section 8.1(d)(ii) (if the breach giving rise to such termination pursuant to Section 8.1(d)(ii) was a Willful Breach) and at the time of such termination the Company Takeover Proposal has not been withdrawn and remains outstanding, and (iii) within nine (9) months after any such termination referred to in the preceding clause (ii), the Company enters into any definitive agreement providing for any transaction contemplated by any Company Takeover Proposal (regardless of when made after the date hereof and whether or not the same Company Takeover Proposal referred to in the preceding clause (i), which transaction is thereafter consummated (regardless of when consummated)) or consummates any transaction contemplated by any Company Takeover Proposal (regardless of when made after the date hereof and whether or not the same Company Takeover Proposal referred to in the preceding clause (i)), then, the Company shall pay to Parent the Company Termination Fee and, shall reimburse to Parent the Pinnacle Reimbursement Fee, in each case concurrently with the occurrence of the consummation of any Company Takeover Proposal referred to in the preceding clause (iii); provided, however, that for purposes of the definition of “Takeover Proposal” in this Section 8.3(e), references to “20%” shall be replaced by “50%.” (f) The Parties acknowledge 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; accordingly, if the Company fails promptly to pay any amount due pursuant to this Section 8.3, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for any amount due pursuant to this Section 8.3, the Company shall pay Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount due pursuant to this Section 8.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. Notwithstanding anything to the contrary in this Agreement (subject to Section 9.12), (i) if Parent receives or is entitled to receive the Company Termination Fee and the Pinnacle Reimbursement Fee pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub hereunder, and upon payment of the Company Termination Fee and the Pinnacle Reimbursement Fee, the Company shall have no further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby, (ii) if Parent or Merger Sub receives any payments from the Company in respect of any breach of this Agreement, and thereafter Parent is entitled to receive the Company Termination Fee and the Pinnacle Reimbursement Fee pursuant to this Section 8.3, the aggregate of the Company Termination Fee and the Pinnacle Reimbursement Fee payable pursuant to this Section 8.3 shall be reduced by the aggregate amount of any payments made by the Company to Parent or Merger Sub in respect of any such breaches of this Agreement, (iii) under no circumstances shall Parent or Merger Sub, taken together, be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.12 to cause the consummation of the transactions contemplated hereby and money damages, including all or any portion of the Company Termination Fee or Pinnacle Reimbursement Fee, (iv) under no circumstances shall the Company, be permitted or entitled to receive both a grant of specific performance pursuant to Section 9.12 to cause the consummation of the transactions contemplated hereby and money damages with respect to the same matter at issue and (v) in no event shall the Company’s liability for monetary damages to Parent or Merger Sub with respect to any breach (whether a Willful Breach or otherwise) by the Company of Section 6.3 exceed an amount equal to the sum of the Company Termination Fee plus the Pinnacle Reimbursement Fee. All payments under this Section 8.3 shall be made by wire transfer of immediately available funds to an account specified designated in writing by CenterState in the Parent. In no event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the a Company Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; be payable more than once and (ii) in the no event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%a Pinnacle Reimbursement Fee be payable more than once.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) In recognition Except as otherwise provided in this Section 9.3 and except for (i) the expenses in connection with preparation, filing, printing and mailing the Form F-4 and the Proxy Statement / Prospectus required in connection with the actions specified in Section 7.3, (ii) all SEC filing fees relating to the Transactions and (iii) the fees in connection with the approvals required under Section 8.1(e) related to the Transactions (each of which fees and expenses shall be borne 43% by GSM and 57% by FA), all fees and expenses incurred by the effortsparties in connection with this Agreement shall be borne solely by the party that has incurred such fees and expenses, provided that all fees and expenses and other opportunities foregone incurred by CenterState while structuring and pursuing Grupo VM in connection with the Merger, Charter Agreement shall be reimbursed by FA prior to the Closing. (b) GSM shall pay to CenterState a termination fee FA an amount equal to $14,485,624 25 million (the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: if this Agreement is terminated as follows: (i) in the event CenterState terminates if this Agreement is terminated pursuant to Section 7.01(g9.1(c)(ii), then GSM shall pay the entire Termination Fee (to the extent not previously paid) or Charter terminates no later than 72 hours following such termination; (ii) if this Agreement is terminated pursuant to Section 7.01(h9.1(d)(ii), Charter then GSM shall pay CenterState to FA the entire Termination Fee within one (1to the extent not previously paid) Business Day after receipt of CenterState’s notification of immediately prior to or substantially concurrently with such termination; and (iii) (x) if this Agreement is terminated pursuant to Section 9.1(b)(iii), and (ii) in a Competing Proposal shall have been publicly announced or otherwise communicated to the event that GSM Board at any time after the date of this Agreement and prior to the termination date of this Agreement, an Acquisition Proposal shall have been made known to senior management the taking of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter the vote of the shareholders of GSM contemplated by this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because at the Requisite Charter Stockholder Approval shall not have been obtained or GSM Shareholders Meeting, and (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and if within six (B) prior to the date that is twelve (126) months after the date of such termination, Charter a transaction in respect of such Competing Proposal is consummated or GSM enters into any a definitive agreement or consummates an Acquisition Transaction with in respect to an Acquisition of such Competing Proposal (whether or not the same Acquisition Proposal as that referred to above)is later consummated, then Charter shall, on GSM shall pay the earlier of Termination Fee no later than 72 hours following the date it enters into GSM consummates such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, Competing Proposal; provided, that that, solely for purposes of this Section 7.02(a)(ii9.3(b)(iii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 7.4(f)(i), except that all references in the definition of Acquisition Transaction to “20%” % shall instead refer be changed to “50%.” (b. Any Termination Fee due under this Section 9.3(b) If CenterState or Charter terminates shall be paid by wire transfer of immediately available funds. Any Termination Fee due under this Agreement Section 9.3(b) shall be reduced by the amount of Expenses, if any, paid pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”9.3(c). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter GSM shall pay to Grupo VM and CenterState FA their Expenses in an amount not to exceed $10 million in the aggregate, if this Agreement is terminated pursuant to Section 9.1(c)(i). Any Expenses of Grupo VM and FA due under this Section 9.3(c) shall be paid by wire transfer of immediately available funds no later than 72 hours after GSM’s receipt from Grupo VM and FA of an itemized statement identifying such Expenses. (d) FA shall pay to GSM its Expenses in an amount not to exceed $10 million in the aggregate if this Agreement is terminated pursuant to Section 9.1(d)(i). Any Expenses of GSM due under this Section 9.3(d) shall be paid by wire transfer of immediately available funds no later than 72 hours after FA’s receipt from GSM of an itemized statement identifying such Expenses. (e) The parties each agree that the agreements contained in this Section 7.02 9.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, CenterState the parties would not enter into this Agreement; accordingly. Accordingly, if Charter a party fails promptly to pay any amounts due under this Section 7.029.3 and, Charter in order to obtain such payment, FA or GSM, as the case may be, commences a suit that results in a judgment against such party for such amounts, such party shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) prime rate published in the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as Journal for the prime rate on the date such payment was due, plus (ii) 200 basis pointsrelevant period, together with the costs and expenses of CenterState the other party (including reasonable legal fees and expenses) in connection with such suit. (d) . Notwithstanding anything to the contrary set forth in this Agreement, in the Parties agree event that if a Party pays or causes to be paid to the other Party the Termination Fee is payable and actually paid to FA in accordance with this Section 7.02(a) or 9.3, payment of the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee shall be the sole and exclusive remedy of Grupo VM, FA and their respective affiliates against any other party or Reverse Termination (such other party’s shareholders, directors, officers, affiliates and other Representatives, for any loss or any successor in interest thereof) will not have any further obligations damage based upon, arising out of or liabilities to the other Party with respect relating to this Agreement or the transactions negotiation, execution or performance hereof or the Transactions contemplated hereby. Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee, expanding the circumstances in which the Termination Fee is to be paid or restricting or modifying the other rights of any party hereunder, in the event of the valid termination of this Agreement under circumstances in which the Termination Fee is payable pursuant to this Section 9.3, it is agreed that the Termination Fee is liquidated damages, and not a penalty, and the payment thereof in such circumstances is supported by this Agreementdue and sufficient consideration.

Termination Fee; Expenses. (a) In recognition Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent and Company each shall pay one-half of all Expenses (other than attorney's and accountant's fees and expenses) incurred solely for printing, filing (with the efforts, expenses SEC) and mailing the Registration Statement and the Joint Proxy Statement and all SEC and other opportunities foregone by CenterState while structuring regulatory filing fees incurred in connection with the Registration Statement and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 Joint Proxy Statement. (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in b) In the event of any of the following: that (i) in the event CenterState terminates Parent shall terminate this Agreement pursuant to Section 7.01(g9.01(d) (other than under the circumstances described in Section 9.05(d)), or (ii) this Agreement shall be terminated (x) pursuant to Section 9.01(b) or Charter terminates (y) pursuant to Section 9.01(e)(i) as a result of the failure to obtain the requisite approval of the Company stockholders and, in the case of either (x) or (y), (A) at or prior to such termination, there shall exist or have been proposed a Competing Transaction with respect to Company and (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Competing Transaction or any Competing Transaction involving Company shall be consummated, then, in the case of (i), promptly after such termination, or in the case of (ii), concurrently with the consummation of such Competing Transaction, Company shall (subject to Section 9.05(e)) pay to Parent an amount in cash equal to $30 million (the "Termination Fee") plus Parent's Expenses. (c) In the event that Parent shall terminate this Agreement pursuant to Section 7.01(h9.01(f), Charter then Company shall pay CenterState the Termination Fee promptly reimburse Parent for Parent's Expenses, and if, within one (1) Business Day after receipt of CenterState’s notification twelve months of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal Company shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal enter into a definitive agreement with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState any Competing Transaction or Charter pursuant to Section 7.01(c) because any Competing Transaction involving Company shall be consummated concurrently with the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Competing Transaction, then Company shall (subject to Section 9.05(e)) pay CenterState to Parent an amount in cash equal to the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (bd) If CenterState or Charter terminates In the event that Parent shall terminate this Agreement pursuant to Section 7.01(b9.01(d)(i) and (A) prior to such termination there shall have not existed or have been proposed a Competing Transaction with respect to Company and (B) Xxxxxxxxx Xxxxxxxx has withdrawn the denial BRS Fairness Opinion, then within 30 days after such termination, Company shall pay to Parent an amount equal to the Termination Fee plus Parent's Expenses; provided, however, that no more than $5,000,000 of the Termination Fee need be paid in cash, any non-cash portion of the Termination Fee to be paid by means of the issue by Company to Parent of that number of shares of Company Common Stock (the "Termination Shares") equal to the quotient of the amount of such non-cash portion and $93.25. Parent and Company agree that the provisions of Section 8 of the Option Agreement shall be applicable Regulatory Approval to the Termination Shares as if they were issued to Parent pursuant thereto. (e) In the event the Termination Fee is payable pursuant to Section 9.05(b)(ii) or Section 9.05 (c) as a result of the impending consummation of a Competing Transaction solely described by clause (iii) of the applicable Governmental Authority definition of such term, then Company need not pay the Termination Fee (or, in the case of Section 9.05(b)(ii), reimburse Parent's Expenses) if Company offers Parent, at Company's sole discretion, either(i) the right to also enter into a license, joint venture or other arrangement with Company on the same terms and conditions as such Competing Transaction, subject only to terms and conditions that may be necessary to prevent Parent from having access to data of the party with which Company is caused solely by CenterState and its Subsidiariesconsummating such Competing Transaction (the "JV Party") (in which case similar terms preventing the JV Party from having access to Parent's data must be imposed on the JV Party as part of the Competing Transaction) or (ii) a right of first refusal to enter into a license, CenterState shalljoint venture or other arrangement with Company, to the exclusion of the JV Party, on the date same terms and conditions as such Competing Transaction, either of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall which rights must be paid to Charter in same-day fundsavailable for exercise by Parent for at least 15 Business days. (cf) Charter Parent and CenterState each Company agree that the agreements contained in this Section 7.02 9.05(b), Section 9.05(c), Section 9.05(d) or Section 9.05(e) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, without these agreements, CenterState would constitute liquidated damages and not enter into this Agreement; accordinglya penalty. Accordingly, if Charter Company fails promptly to pay to Parent any amounts due under this Section 7.029.05(b), Charter Section 9.05(c), Section 9.05(d) or Section 9.05(e), Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate of Citibank, N.A. in effect on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suitrequired to be made. (dg) Notwithstanding anything In the event that Company shall terminate this Agreement pursuant to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b9.01(g), as applicable, then Parent shall promptly reimburse Company for Company's Expenses. (h) Neither Company nor Parent shall be entitled to reimbursement for its Expenses hereunder in excess of $2,500,000 in the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreementaggregate.

Termination Fee; Expenses. (a) In recognition Except as otherwise provided in this Section 7.3 and except for (i) the expenses in connection with printing and mailing the Joint Proxy Statement and the Form S-4 required in connection with the actions specified in Section 5.3, (ii) all SEC filing fees relating to the Transactions, (iii) the fees in connection with the approvals required under Section 6.1(e) related to the Transactions and (iv) any “Ticking Fee” (as defined in the Debt Commitment Letter) (each of which fees and expenses shall be borne, in each case, equally by Holdings and AmSurg), all fees and expenses incurred by the efforts, expenses parties shall be borne solely by the party that has incurred such fees and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter expenses. (b) Holdings shall pay to CenterState a termination fee equal to AmSurg $14,485,624 180 million (the “Holdings Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: ) if this Agreement is terminated as follows: (i) in the event CenterState terminates if this Agreement is terminated pursuant to Section 7.01(g7.1(c)(ii), or Section 7.1(c)(iii), then Holdings shall pay the entire Holdings Termination Fee (to the extent not previously paid) or Charter terminates on the second Business Day following such termination; and (ii) if this Agreement is terminated (A) pursuant to Section 7.01(h7.1(b)(iii), Charter (B) pursuant to Section 7.1(c)(i) or (C) pursuant to Section 7.1(b)(ii) without a vote of the stockholders of Holdings contemplated by this Agreement at the Holdings Stockholders Meeting having occurred, and in any such case a Competing Proposal for Holdings shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that have been publicly announced or become publicly known at any time after the date of this Agreement and prior to the termination date of the taking of the vote of the stockholders of Holdings contemplated by this AgreementAgreement at the Holdings Stockholders Meeting, an Acquisition Proposal shall have been made known to senior management in the case of Charter clause (A), or has been made directly to its stockholders generally or any Person shall have publicly announced the date of termination, in the case of clauses (and not withdrawnB) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or C), and (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is if within twelve (12) months after the date of such termination, Charter (1) Holdings enters into any a definitive agreement in respect of a Competing Proposal and the transaction contemplated by such proposal is later consummated or (2) Holdings consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above)transaction contemplated by such Competing Proposal, then Charter shall, Holdings shall pay the Holdings Termination Fee (less any Expenses previously paid to AmSurg pursuant to Section 7.3(c)) on the earlier of second Business Day following the date it enters into Holdings consummates such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, transaction; provided, that that, solely for purposes of this Section 7.02(a)(ii7.3(b)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(g)(i), except that all references in the definition of Acquisition Transaction to “20fifteen percent (15%” ) shall instead refer be changed to “fifty percent (50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Any Holdings Termination Fee due under this Section 7.3(b) shall be paid to Charter in same-day by wire transfer of immediately available funds. (c) Charter Holdings shall pay to AmSurg its Expenses in an amount not to exceed $15 million, if this Agreement is terminated pursuant to Section 7.1(b)(iii) (except if, prior to such termination, the AmSurg Shareholder Approval was not obtained upon a vote taken thereon at the AmSurg Shareholders Meeting duly convened therefor or at any adjournment or postponement thereof). Any Expenses of AmSurg due under this Section 7.3(c) shall be paid by wire transfer of immediately available funds no later than two Business Days after Holdings’s receipt from AmSurg of an itemized statement identifying such Expenses. (d) AmSurg shall pay to Holdings $180 million (the “AmSurg Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii), then AmSurg shall pay the entire AmSurg Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and (ii) if this Agreement is terminated (A) pursuant to Section 7.1(b)(iv), (B) pursuant to Section 7.1(d)(i) or (C) pursuant to Section 7.1(b)(ii) without a vote of the shareholders of AmSurg contemplated by this Agreement at the AmSurg Shareholders Meeting having occurred, and CenterState in any such case a Competing Proposal for AmSurg shall have been publicly announced or become publicly known at any time after the date of this Agreement and prior to the date of the taking of the vote of the shareholders of AmSurg contemplated by this Agreement at the AmSurg Shareholders Meeting, in the case of clause (A), or the date of termination, in the case of clauses (B) or (C), and (y) if within twelve (12) months after the date of such termination, (1) AmSurg enters into a definitive agreement in respect of a Competing Proposal and the transaction contemplated by such proposal is later consummated or (2) AmSurg consummates the transaction contemplated by such Competing Proposal, then AmSurg shall pay the AmSurg Termination Fee (less any Expenses previously paid to Holdings pursuant to Section 7.3(e)) on the second Business Day following the date AmSurg consummates such transaction; provided, that, solely for purposes of this Section 7.3(d)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(g)(i), except that all references to fifteen percent (15%) shall be changed to fifty percent (50%). Any AmSurg Termination Fee due under this Section 7.3(d) shall be paid by wire transfer of immediately available funds. (e) AmSurg shall pay to Holdings its Expenses in an amount not to exceed $15 million if this Agreement is terminated pursuant to Section 7.1(b)(iv) (except if, prior to such termination, the Holdings Stockholder Approval was not obtained upon a vote taken thereon at the Holdings Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof). Any Expenses of Holdings due under this Section 7.3(e) shall be paid by wire transfer of immediately available funds no later than two Business Days after AmSurg’s receipt from Holdings of an itemized statement identifying such Expenses. (f) The parties each agree that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, CenterState the parties would not enter into this Agreement; accordingly. Accordingly, if Charter a party fails promptly to pay any amounts due under this Section 7.027.3 and, Charter in order to obtain such payment, AmSurg or Holdings, as the case may be, commences a suit that results in a judgment against such party for such amounts, such party shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) prime rate published in the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as Journal for the prime rate on the date such payment was due, plus (ii) 200 basis pointsrelevant period, together with the costs and expenses of CenterState the other party (including reasonable legal fees and expenses) in connection with such suit. (d) . Notwithstanding anything to the contrary set forth in this Agreement, in the Parties agree event that if a Party pays the Holdings Termination Fee or causes to be the AmSurg Termination Fee is payable and actually paid to the other Party the Termination Fee Holdings or AmSurg in accordance with this Section 7.02(a) 7.3, payment of such Holdings Termination Fee or the Reverse AmSurg Termination fee in accordance Section 7.02(b)Fee, as applicable, shall be the Party paying sole and exclusive remedy of the non-terminating party against any other party or such other party’s stockholders or shareholders, as applicable, directors, officers, affiliates and other Representatives, for any loss or damage based upon, arising out of or relating to this Agreement, any contract or agreement executed in connection herewith or the negotiation, execution or performance hereof or the Transactions contemplated hereby and thereby, except in the case of Willful Breach or fraud. Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Holdings Termination Fee or Reverse the AmSurg Termination (Fee, expanding the circumstances in which the Holdings Termination Fee or the AmSurg Termination Fee, as applicable, is to be paid or restricting or modifying the other rights of any successor party hereunder, in interest thereof) will the event of the valid termination of this Agreement under circumstances in which the Holdings Termination Fee or the AmSurg Termination Fee is payable pursuant to this Section 7.3, it is agreed that each of the Holdings Termination Fee and the AmSurg Termination Fee is liquidated damages, and not have a penalty, and the payment thereof in such circumstances is supported by due and sufficient consideration; provided, that no payment of a Holdings Termination Fee or an AmSurg Termination Fee shall be considered in lieu of, or a replacement or substitution for, damages incurred in the event of any further obligations Willful Breach or liabilities fraud. Notwithstanding any provision in this Section 7.3 to the other Party with respect contrary, in no event shall either party be required to this Agreement pay the AmSurg Termination Fee or the transactions contemplated by this AgreementHoldings Termination Fee, as applicable, or the Expenses of either party on more than one occasion.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter NCC shall pay to CenterState a termination fee equal to $14,485,624 31,800,000 (the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter NCC shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an NCC Acquisition Proposal shall have been made known to senior management of Charter NCC or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an NCC Acquisition Proposal with respect to Charter NCC and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter NCC pursuant to Section 7.01(c) because the Requisite Charter NCC Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter NCC enters into any agreement or consummates an NCC Acquisition Transaction with respect to an NCC Acquisition Proposal (whether or not the same NCC Acquisition Proposal as that referred to above), then Charter NCC shall, on the earlier of the date it enters into such agreement and the date of consummation of such NCC Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of NCC Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter NCC terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries7.01(h), CenterState shall, shall on the date of termination, pay to Charter NCC a sum equal to the sum amount of $2,000,000 the Termination Fee (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter NCC in same-day funds. (c) Charter NCC and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, NCC and CenterState would not enter into this Agreement; accordingly, if Charter NCC or CenterState fails promptly to pay any amounts due under this Section 7.02, Charter NCC or CenterState, as applicable, shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState or NCC (including reasonable legal fees and expenses) in connection with such suitany litigation to enforce the other Party’s obligations under this Section 7.02. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee Fee in accordance with Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination Fee (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement, except in the case of fraud or willful and material breach of any material provision of this Agreement.

Termination Fee; Expenses. (a) In recognition the event that at any time after the date of this Agreement Valley or Oritani shall terminate this Agreement pursuant to Section 7.1(e) or 7.1(f), then the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter breaching party shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)the non-breaching party on the date of such termination, by wire transfer of immediately available funds funds, an amount equal to an account specified the out-of-pocket expenses incurred by CenterState Valley in connection with the transactions contemplated by this Agreement (as itemized by the non-breaching party), up to $1.8 million (the “Termination Expenses”). (b) In the event of any of the following: that: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (whether or not conditional) shall have been made directly to Oritani’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to senior management of Oritani or Oritani Board of Directors and (B) this Agreement is thereafter terminated (x) by Oritani or Valley pursuant to Section 7.1(c) or Section 7.1(d)(i) (but only if, in the case of a termination pursuant to Section 7.1(d)(i), the Registration Statement shall have been declared effective no later than sixty (60) days prior to the Cutoff Date), or (y) by Valley pursuant to Section 7.1(e) or Section 7.1(f), then, (I) Oritani shall pay to Valley, immediately upon such termination, by wire transfer of immediately available funds, the Termination Expenses, and, (II) if within 12 months after such termination, Oritani or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal as that referred shall have been made, publicly disclosed or communicated prior to abovetermination hereof), then Charter shallOritani shall pay Valley, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transactionexecution or consummation, pay CenterState the Termination Feeby wire transfer of immediately available funds, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum a fee of $2,000,000 28 million (the “Reverse Termination Fee”). The Reverse ; or (ii) this Agreement is terminated by Valley pursuant to Section 7.1(g) or by Oritani pursuant to Section 7.1(h), then Oritani shall pay Valley, immediately upon such termination, by wire transfer of immediately available funds, the Termination Fee shall be paid to Charter in same-day fundsand Termination Expenses. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (diii) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party Oritani pays or causes to be paid to the other Party Valley the Termination Fee in accordance with Section 7.02(a) or Fee, neither Oritani nor the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination Bank (or any successor in interest thereofof Oritani or the Bank) nor any of their officers, directors or affiliates will not have any further obligations or liabilities to the other Party Valley or VNB with respect to this Agreement or the transactions contemplated by this AgreementAgreement and, except in the case of fraud or willful misconduct, payment of the Termination Fee shall be the sole and exclusive remedy of Valley in the event of termination of this Agreement on the bases specified in Sections 7.3(b)(i) and 7.3(b)(ii) above.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone If this Agreement is terminated: (i) by CenterState while structuring and pursuing the Merger, Charter shall pay Parent pursuant to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState Section 7.1(h) in the event of any of a Company Adverse Recommendation Change; (ii) by the following: (i) in the event CenterState terminates this Agreement Company pursuant to Section 7.01(g7.1(k); or (iii) (A) by the Company or Charter terminates this Agreement Parent pursuant to Section 7.01(h7.1(d), Charter (B) if a Company Takeover Proposal shall pay CenterState have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn by a date that is at least 15 Business Days prior to the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; Company Stockholders’ Meeting and (iiC) in the event that after the date within 12 months of this Agreement and prior to the termination of this Agreement, the Company or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Company Takeover Proposal with a third party; then the Company shall pay to Parent the Company Termination Fee by wire transfer (to an Acquisition account designated by Parent) in immediately available funds in the case of clause (i), within two Business Days of such termination, or in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Company Takeover Proposal and the consummation of such transactions (it being understood that, for purposes of this Section 7.3(a), each reference to “15%” in the definition of “Company Takeover Proposal” in Section 8.15(b) shall be deemed to be a reference to “50.1%”). (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(i) in the event of a Parent Adverse Recommendation Change; (ii) by Parent pursuant to Section 7.1(j); or (iii) (A) by the Company or Parent pursuant to Section 7.1(e), (B) if a Parent Takeover Proposal shall have been made known to senior management of Charter publicly announced or has been made directly to its stockholders generally or any Person shall have become publicly announced (known and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained publicly withdrawn by a date that is at least 15 Business Days prior to the Parent Stockholders’ Meeting and (C) within 12 months of the termination of this Agreement, Parent or any of its Subsidiaries enters into a definitive agreement with a third party with respect to or consummates a transaction that is a Parent Takeover Proposal with a third party; then Parent shall pay to the Company the Parent Termination Fee by wire transfer (yto an account designated by the Company) in immediately available funds in the case of clause (i), within two Business Days of such termination, or, in the case of clause (ii), at or prior to such termination, or, in the case of clause (iii), upon the earlier of the entry into a definitive agreement with respect to the transactions contemplated by such Parent Takeover Proposal and the consummation of such transactions (it being understood that, for purposes of this Section 7.3(b), each reference to “15%” in the definition of “Parent Takeover Proposal” in Section 8.15(b) shall be deemed to be a reference to “50.1%”). (c) If this Agreement is terminated: (i) (A) by CenterState Parent or the Company pursuant to (x) Section 7.01(d7.1(b) if, at the time of such termination, the conditions to Closing set forth in Section 6.1(d) or Section 7.01(e6.1(e) and (Bin either case of Section 6.1(d) prior or Section 6.1(e), solely to the date extent the matter giving rise to the failure of such condition is related only to the approval under an Antitrust Law of a Chinese Governmental Entity and no other Antitrust Law or other Law) shall not have been satisfied but all other conditions to Closing shall have been satisfied (or in the case of conditions that is twelve (12) months after by their terms are to be satisfied at the Closing, shall be capable of being satisfied on, shall have been satisfied or waived, on the date of such termination), Charter enters into any agreement or consummates (y) Section 7.1(c) (solely to the extent an Acquisition Transaction with respect injunction shall have been entered by a Chinese Governmental Entity (and no other Governmental Entity) pursuant to an Acquisition Proposal (whether Antitrust Law permanently restraining, enjoining or not otherwise prohibiting the same Acquisition Proposal as that referred to aboveconsummation of the Merger and such injunction shall have become final and nonappealable), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (iB) the rate of interest published from time to time Company has complied, in The Wall Street Journalall material respects, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs its covenants and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary agreements set forth in this AgreementSection 5.7 (without giving any effect to any breach of, or action or inaction of the Parties agree that if a Party pays or causes Company of which Parent had knowledge required under, Section 5.7, but failed to be paid to the other Party the Termination Fee provide prompt notice in accordance with Section 7.02(a) or 5.7); then Parent shall pay to the Reverse Termination fee in accordance Section 7.02(b), as applicable, Company the Party paying such Parent China Regulatory Termination Fee or Reverse Termination by wire transfer (or any successor to an account designated by the Company) in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreementimmediately available funds within two Business Days of such termination.

Termination Fee; Expenses. (a) In recognition the event this Agreement is terminated (i) (x) by NMCI or Parent pursuant to Section 7.2(c) and (y) (1) after the date of this Agreement, an NMCI Alternative Proposal is publicly proposed or announced or made known to the effortsNMCI Conflicts Committee and such NMCI Alternative Proposal is not withdrawn prior to the NMCI Unitholders Meeting, expenses and other opportunities foregone (2) within twelve months after such termination NMCI enters into a definitive agreement to consummate, or consummates, an NMCI Alternative Proposal, (ii) by CenterState while structuring and pursuing the MergerNMCI or Parent pursuant to Section 7.2(c) in a case where an NMCI Adverse Recommendation Change has occurred, Charter (iii) by Parent pursuant to Section 7.4(b), or (iv) by NMCI pursuant to Section 7.3(b), then NMCI shall pay to CenterState a termination fee equal to $14,485,624 Parent (“Termination Fee”), or its designated Affiliate) by wire transfer of immediately available funds to an account specified designated by CenterState in the event of Parent a termination fee equal to $3,705,000, less any of the following: (i) in the event CenterState terminates this Agreement Parent Expenses previously paid by NMCI pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 7.5 (the “Reverse NMCI Termination Fee”). NMCI shall pay to Parent the NMCI Termination Fee within three Business Days after the date of termination in the case of clauses (ii) or (iii) above, within three Business Days after NMCI enters into a definitive agreement to consummate, or consummates, an NMCI Alternative Proposal described in clause (i)(y) above and simultaneously with termination in the case of clause (iv) above. (b) In the event that NMCI shall fail to pay the NMCI Termination Fee required pursuant to this Section 7.5 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the prime bank rate of the Royal Bank of Scotland at such time. In addition, if NMCI shall fail to pay the NMCI Termination Fee when due, NMCI shall also pay all of Parent’s reasonable costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee. NMCI, Parent and Merger Sub acknowledge that the provisions of this Section 7.5 are an integral part of the transactions contemplated hereby and that, without these agreements, none of NMCI, Parent or Merger Sub would enter into this Agreement. The Reverse parties agree that in the event that NMCI pays the NMCI Termination Fee to Parent, NMCI shall have no further liability to Parent of any kind in respect of this Agreement and the transactions contemplated hereby, and that in no event shall NMCI be required to pay the NMCI Termination Fee on more than one occasion. Any payment of the NMCI Termination Fee shall be paid made in cash by wire transfer of same day funds to Charter an account designated in same-day fundswriting by Parent. (c) Charter If this Agreement is validly terminated by (i) either party pursuant to Section 7.2(c) or (ii) Parent pursuant to Section 7.4(a), then NMCI shall promptly, but in no event later than three Business Days after receipt of an invoice (with supporting documentation) therefor from Parent, pay to Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and CenterState each agree such payment shall be made within five Business Days after such termination. (d) If this Agreement is validly terminated by NMCI pursuant to Section 7.3(a), then Parent shall pay to NMCI (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by NMCI an amount equal to the NMCI Expenses, and such payment shall be made within five Business Days after such termination. (e) Each party acknowledges that the agreements contained in this Section 7.02 7.5 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState Parent and Merger Sub, on the one hand, and NMCI and the NMCI General Partner, on the other hand, would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date . The parties acknowledge that payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this AgreementNMCI Termination Fee, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) Parent Expenses or the Reverse Termination fee in accordance Section 7.02(b)NMCI Expenses, as applicable, if, as and when requires pursuant to this Section 7.5 shall constitute the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party sole and exclusive remedy with respect to this Agreement or the transactions contemplated by this Agreementthereto, except as expressly set forth in Section 7.6.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter Prospect shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)Sky, by wire transfer of immediately available funds to an account specified by CenterState funds, a termination fee in the event amount of any of $1,300,000 (the following: “Termination Fee”) if: (i) in the event CenterState terminates this Agreement is terminated by Prospect pursuant to Section 7.01(g8.01(f); or (ii) or Charter terminates (A) this Agreement is terminated by Sky pursuant to Section 7.01(h8.01(b)(ii) or 8.01(g), Charter shall pay CenterState the Termination Fee within one or by Sky or Prospect pursuant to Section 8.01(h); (1B) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that at any time after the date of this Agreement and prior to the termination of this Agreementany such termination, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter Prospect shall have been publicly announced, publicly proposed or commenced; and (AC) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) within 18 months after the date of such termination, Charter enters Prospect shall have entered into any an agreement or consummates an Acquisition Transaction with respect relating to an Acquisition Proposal (whether or not the same any Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%have been consummated.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(bThe Termination Fee shall be payable (i) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay termination of this Agreement in the case of clause (a)(i) above; and (ii) two business days after the first to Charter occur of the sum execution of $2,000,000 the agreement relating to an Acquisition Proposal or consummation of the Acquisition Proposal in the case of clause (a)(ii) above. Upon payment of the “Reverse Termination Fee”). The Reverse Termination Fee and Out of Pocket Expenses in accordance with this Section 8.03, Prospect shall be paid have no further liability to Charter Sky at law or in same-day fundsequity with respect to such termination under Section 8.01(f), 8.01(b) or 8.01(g), or with respect to this Agreement. (c) Charter If an Acquisition Proposal has been made known to Prospect or any of its Subsidiaries and CenterState each agree that made known to Prospect’s shareholders generally or has been made directly to its shareholders generally or any Person has publicly announced an intention (whether or not conditional) to make a bona fide Acquisition Proposal and such Acquisition Proposal or announced intention has not been withdrawn, and thereafter this Agreement is terminated pursuant to Section 8.01(c), then Prospect shall promptly (but not later than two business days after receipt of notice of such termination from Sky) pay to Sky an amount equal to all documented out-of-pocket expenses and fees incurred by Sky (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of or in connection with or related to the agreements contained in this Section 7.02 are an integral part of Parent Merger or the other transactions contemplated by this Agreement) (“Out-of-Pocket Expenses”), and thatSky may pursue any remedies available to it at Law or in equity and will, without these agreementsin addition to its Out-of-Pocket Expenses (which are to be paid as specified above), CenterState would not enter into this Agreement; accordingly, if Charter be entitled to receive such additional amounts as such non-breaching party may be entitled to receive at Law or in equity. (d) If Prospect fails promptly to pay any all amounts due under this Section 7.02to Sky on the dates specified, Charter then Prospect shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the all costs and expenses of CenterState (including reasonable legal fees and expenses) incurred by Sky in connection with any action or proceeding (including the filing of any lawsuit) taken by it to collect such suit. (d) Notwithstanding anything to unpaid amounts, together with interest on such unpaid amounts at the contrary set forth prime lending rate prevailing at such time, as published in this Agreementthe Wall Street Journal, from the Parties agree that if a Party pays or causes date such amounts were required to be paid to until the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated date actually received by this AgreementSky.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that at any time after the date of the Existing Merger Agreement (i) (A) the holders of Company Common Stock shall not have approved this Agreement and prior to the termination transactions contemplated hereby at the meeting of such shareholders held for the purpose of voting on this Agreement, an Acquisition Proposal (B) such meeting shall have been made known to senior management adjourned or canceled, (C) the Board of Charter or has been made directly to its stockholders generally or any Person Directors of the Company shall have publicly withdrawn or modified, or publicly announced (and not withdrawn) an Acquisition Proposal with respect its intent to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState withdraw or Charter pursuant modify, in any manner adverse to Section 7.01(c) because Buyer, its recommendation, or shall have failed to reconfirm its recommendation, that the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier shareholders of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of Company approve the transactions contemplated by this Agreement, or (D) the Company shall have breached any covenant or obligation contained in this Agreement and that, without these agreements, CenterState such breach would not enter into entitle Buyer to terminate this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter in each case after (x) an Acquisition Proposal shall pay interest on such amounts from the date payment of such amounts were due have been communicated to the date of actual payment at the rate of interest equal to the sum of Company or (iy) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (it shall have been publicly announced that any person other than Buyer or any successor publication thereto)Subsidiary of Buyer shall have made a bona fide proposal by public announcement or written communication that becomes the subject of public disclosure to engage in a merger, designated therein as consolidation or similar transaction with, or a purchase or other acquisition of all or substantially all of the prime rate on assets or 25% or more of the date such payment was dueoutstanding shares of Common Stock of, plus the Company or (ii) 200 basis pointsthere shall have been a breach of Section 5.1(d) other than in a manner which is inadvertent and is corrected to Buyer's reasonable satisfaction, together with then, in any such case, in the costs event that this Agreement is terminated, the Company shall pay to Buyer a fee of $871,000 (the "Termination Fee") and shall reimburse Buyer for the out-of-pocket expenses of CenterState (including reasonable legal fees and expenses) incurred by Buyer in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement, up to $75,000 in such expenses (the "Termination Expenses").

Termination Fee; Expenses. (a) In recognition the event that at any time after the date of the effortsthis Agreement Valley shall terminate this Agreement pursuant to Section 7.1(e) or 7.1(f) or Valley or Bancorp shall terminate this Agreement pursuant to Section 7.1(d)(i), expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter then Bancorp shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)Valley on the date of such termination, by wire transfer of immediately available funds funds, an amount equal to an account specified the out-of-pocket expenses incurred by CenterState Valley in connection with the transactions contemplated by this Agreement (as itemized by Valley), up to $2,000,000 (the “Termination Expenses”). (b) In the event of any of the following: that: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (whether or not conditional) shall have been made directly to Bancorp’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to senior management of Bancorp or Bancorp Board of Directors and (B) this Agreement is thereafter terminated (x) by Bancorp or Valley pursuant to Section 7.1(c) or Section 7.1(d)(i) (but only if, in the case of a termination pursuant to Section 7.1(d)(i), the Registration Statement shall have been declared effective no later than sixty (60) days prior to the Cutoff Date), or (y) by Valley pursuant to Section 7.1(e) or Section 7.1(f), then, (I) Bancorp shall pay to Valley, immediately upon such termination, by wire transfer of immediately available funds, the Termination Expenses, and, (II) if within 12 months after such termination, Bancorp or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal as that referred shall have been made, publicly disclosed or communicated prior to abovetermination hereof), then Charter shallBancorp shall pay Valley, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transactionexecution or consummation, pay CenterState the Termination Feeby wire transfer of immediately available funds, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum a fee of $2,000,000 30 million (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds.; or (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis pointsthis Agreement is terminated by Valley pursuant to Section 7.1(g) or by Bancorp pursuant to Section 7.1(h), together with the costs and expenses then Bancorp shall pay Valley, immediately upon such termination, by wire transfer of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreementimmediately available funds, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse and Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this AgreementExpenses.

Termination Fee; Expenses. (a) In recognition of the effortsIf Holding shall terminate this Agreement pursuant to Section 9.1(e), expenses and other opportunities foregone by CenterState while structuring and pursuing the Mergeror Discount shall terminate this Agreement pursuant to Section 9.1(g), Charter then, in each case, Discount shall pay to CenterState ASCI, on or prior to the date of such termination, a termination fee equal to $14,485,624 (“Termination Fee”)fee, in cash by wire transfer of in immediately available funds to an account specified designated by CenterState ASCI (the "ASCI Account") in the event amount of $9,000,000 (the "Termination Fee"), and shall, within five (5) Business Days of receipt from Holding or ASCI of reasonably satisfactory documentation of Holding and ASCI's expenses and out-of- pocket costs actually incurred by Holding and/or ASCI in connection with this Agreement and the transactions contemplated hereby, including, but not limited to, costs and expenses of accountants, attorneys, sources and arrangers of financing, and financial advisors (collectively, the "Expenses"), pay to ASCI, in cash by wire transfer in immediately available funds to the ASCI Account up to $7,000,000 (the "Expense Cap") of the Expenses. (b) If the requisite Stockholder Approval is not obtained at the Discount Meeting and Holding, New Holding, Merger Sub and ASCI have not materially breached or failed to fulfill in any material respect any of their respective material obligations under this Agreement, Discount shall pay to ASCI (in cash by wire transfer in immediately available funds to the ASCI Account), following the Discount Meeting and within five (5) Business Days of receipt from Holding or ASCI of reasonably satisfactory documentation thereof, up to $2,500,000 of the Expenses plus fifty percent (50%) of any Expenses over $4,000,000 up to a maximum of an additional $1,000,000 being paid by Discount. If prior to the Discount Meeting (including an adjournment or postponement) there has been a Superior Proposal and, within twelve (12) months of the following: Discount Meeting, Discount enters into an agreement for the Superior Proposal, then concurrently with entering into the agreement for the Superior Proposal, Discount shall pay to ASCI the Termination Fee and any Expenses to the extent not previously paid by Discount (including Expenses paid by Holding and/or ASCI) up to the Expense Cap when aggregated with any amount that was previously paid by Discount to ASCI following the Discount Meeting. If prior to the Discount Meeting (including an adjournment or postponement) there has been a Superior Proposal and, within twelve (12) months of the Discount Meeting, Discount does not enter into an agreement for the Superior Proposal but within such 12 month period consummates another Acquisition Transaction or enters into an agreement for another Acquisition Transaction, which is subsequently consummated, then concurrently with the closing of such Acquisition Transaction, Discount shall pay to ASCI the Termination Fee and any Expenses to the extent not previously paid by Discount (including Expenses paid by Holding and/or ASCI) up to the Expense Cap when aggregated with any amount that was previously paid by Discount to ASCI following the Discount Meeting. If prior to the Discount Meeting (including an adjournment or postponement) there has been an Acquisition Proposal which is not a Superior Proposal and, within twelve (12) months of the Discount Meeting, Discount consummates an Acquisition Transaction or enters into an agreement for an Acquisition Transaction, which is subsequently consummated, then concurrently with the closing of the Acquisition Transaction, Discount shall pay to ASCI, in cash by wire transfer in immediately available funds to the ASCI Account, the Termination Fee and any Expenses to the extent not previously paid by Discount (including those Expenses paid by Holding and/or ASCI) up to the Expense Cap when aggregated with any amount that was previously paid by Discount to ASCI following the Discount Meeting. (c) If (i) in there has been an Acquisition Proposal prior to the event CenterState Outside Date (as the same may be extended), (ii) the Discount Meeting has not been held, (iii) Holding would be permitted to terminate this Agreement pursuant to Section 9.1(b), (iv) either Holding or Discount terminates this Agreement pursuant to Section 7.01(g9.1(b), and (v) within twelve (12) months of the Outside Date (as the same may be extended), Discount consummates an Acquisition Transaction with the person who made the Acquisition Proposal or Charter enters into an Agreement for an Acquisition Transaction with the person who made the Acquisition Proposal, which is subsequently consummated, then concurrently with the closing of the Acquisition Transaction, Discount shall pay to ASCI the Termination Fee and, following such closing and within five (5) Business Days of receipt from Holding or ASCI of reasonably satisfactory documentation thereof, the Expenses up to the Expense Cap, in each case in cash by wire transfer in immediately available funds to the ASCI Account. (d) If Holding terminates this Agreement pursuant to Section 7.01(h9.1(f), Charter then Discount shall within five (5) Business Days of receipt from Holding or ASCI of reasonably satisfactory documentation thereof, pay to ASCI the Expenses up to the Expense Cap in cash by wire transfer in immediately available funds to the ASCI Account. (e) If Holding terminates this Agreement pursuant to Section 9.1(h) as a result of the failure of the closing condition set forth in Section 8.2(c) or as a result of the failure of the closing condition set forth in Section 8.2(d), Discount shall pay CenterState the Termination Fee to ASCI, within one five (15) Business Day after Days of receipt from Holding or ASCI of CenterState’s notification of such termination; and (ii) reasonably satisfactory documentation thereof, in cash by wire transfer in immediately available funds to the ASCI Account, in the event that after case of termination as a result of the date failure of this Agreement the closing condition set forth in Section 8.2(c) up to $1,000,000 of the Expenses and prior in the case of a termination as a result of the failure of the closing condition set forth in Section 8.2(d), up to the termination $2,500,000, plus fifty percent (50%) of any Expenses over $4,000,000 up to an additional $1,000,000 being paid by Discount. (f) For purposes of this Agreement, an Acquisition Proposal Transaction shall have been made known to senior management mean the occurrence of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of following events: (i) the rate acquisition of interest published from time to time in The Wall Street JournalDiscount by merger, Eastern Edition (tender offer, exchange offer, consolidation or otherwise by any person or entity other than Holding, New Holding or ASCI or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus Affiliate thereof; (ii) 200 basis pointsthe acquisition by any person or entity other than Holding, together with New Holding or ASCI or any Affiliate thereof of all or a substantial portion of the costs assets of Discount and expenses its Subsidiaries taken as a whole; (iii) the acquisition by any person or entity other than Holding, New Holding or ASCI or any Affiliate thereof of CenterState 50% of more of the outstanding shares of Common Stock of Discount; (including reasonable legal fees and expensesiv) in connection with such suitthe adoption by Discount of a plan of liquidation or the declaration or payment of an extraordinary dividend; or (v) the repurchase by Discount or any Subsidiary of Discount of fifty percent (50%) or more of the outstanding shares of Common Stock of Discount. (dg) Notwithstanding anything any language in this Section 9.3 which might be considered to be to the contrary contrary, ASCI shall never be entitled to receive more than one Termination Fee under this Agreement and shall never be entitled to be reimbursed for any item of Expense more than one time (it being understood that reimbursement of the aggregate Expenses may, where applicable and as set forth in this AgreementSection 9.3, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(bwind up being achieved by way of two separate payments), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) Except as otherwise provided in this Section 7.3, all fees and expenses incurred in connection with this Agreement, the Offer, the Mergers and the other transactions contemplated hereby shall be borne and timely paid by the Party incurring such fees or expenses, whether or not the Offer or the Mergers are consummated. (b) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: that: (i) (A) a bona fide Acquisition Proposal is made directly to the Company’s stockholders, otherwise publicly disclosed or otherwise publicly communicated to the Company, the Company Board or a committee thereof and, in the event CenterState terminates each case, is not withdrawn, (B) this Agreement is thereafter terminated by the Company or Parent pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e7.1(b)(ii) and (BC) prior to the date that is if, concurrently with or within twelve (12) months after the date of any such termination, Charter (x) the Company or any of the Company Subsidiaries enters into any a definitive agreement or consummates an Acquisition Transaction with respect to an any Acquisition Proposal, or (y) any Acquisition Proposal (whether is consummated, the Company shall pay to Parent or not its designee by wire transfer of same day funds to the same Acquisition Proposal as that referred to above), then Charter shall, on account or accounts designated by Parent or such designee the earlier of Termination Fee concurrently with the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.”Proposal; (bii) If CenterState (A) a bona fide Acquisition Proposal is made directly to the Company’s stockholders, otherwise publicly disclosed or Charter terminates otherwise publicly communicated to the Company, the Company Board or a committee thereof, and, in each case, is not withdrawn, and (B) this Agreement is thereafter terminated by Parent pursuant to Section 7.01(b7.1(c)(i)(A)(y), then, if, concurrently with or within twelve (12) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on months after the date of any such termination, (x) the Company or any of the Company Subsidiaries enters into a definitive agreement with respect to any Acquisition Proposal, or (y) any Acquisition Proposal is consummated, the Company shall pay to Charter Parent or its designee by wire transfer of same day funds to the sum of $2,000,000 (account or accounts designated by Parent or such designee the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds.concurrently with the consummation of such Acquisition Proposal; (ciii) Charter and CenterState each agree that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii) or 7.1(c)(iii), the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter Company shall pay interest on such amounts from the date payment to Parent or its designee by wire transfer of such amounts were due same day funds to the date account or accounts designated by Parent or such designee the Termination Fee within two (2) Business Days after such termination; and (iv) this Agreement is terminated by the Company pursuant to Section 7.1(d)(iii), the Company shall pay to Parent or its designee by wire transfer of actual payment at the rate of interest equal same day funds to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (account or any successor publication thereto), accounts designated therein as the prime rate on the date by Parent or such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party designee the Termination Fee in accordance with Section 7.02(a) 7.1(d)(iii). The Parties acknowledge and agree that in no event shall the Company be required to pay the Termination Fee on more than one occasion, whether or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying not such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to may be payable under more than one provision of this Agreement at the same or at different times and upon the transactions contemplated by occurrence of different events. (c) For purposes of this AgreementSection 7.3.

Termination Fee; Expenses. (a) In recognition the event this Agreement is terminated (i) (x) by NMCI or Parent pursuant to Section 7.2(c) and (y) (1) after the date of this Agreement, an NMCI Alternative Proposal is publicly proposed or announced or made known to the effortsNMCI Conflicts Committee and such NMCI Alternative Proposal is not withdrawn prior to the NMCI Unitholders Meeting, expenses and other opportunities foregone (2) within twelve months after such termination NMCI enters into a definitive agreement to consummate, or consummates, an NMCI Alternative Proposal, (ii) by CenterState while structuring and pursuing the MergerNMCI or Parent pursuant to Section 7.2(c) in a case where an NMCI Adverse Recommendation Change has occurred, Charter (iii) by Parent pursuant to Section 7.4(b), or (iv) by NMCI pursuant to Section 7.3(b), then NMCI shall pay to CenterState a termination fee equal to $14,485,624 Parent (“Termination Fee”), or its designated Affiliate) by wire transfer of immediately available funds to an account specified designated by CenterState in the event of Parent a termination fee equal to $3,705,000, less any of the following: (i) in the event CenterState terminates this Agreement Parent Expenses previously paid by NMCI pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 7.5 (the “Reverse NMCI Termination Fee”). NMCI shall pay to Parent the NMCI Termination Fee within three Business Days after the date of termination in the case of clauses (ii) or (iii) above, within three Business Days after NMCI enters into a definitive agreement to consummate, or consummates, an NMCI Alternative Proposal described in clause (i)(y) above and simultaneously with termination in the case of clause (iv) above. (b) In the event that NMCI shall fail to pay the NMCI Termination Fee required pursuant to this Section 7.5 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the prime bank rate of the Royal Bank of Scotland at such time. In addition, if NMCI shall fail to pay the NMCI Termination Fee when due, NMCI shall also pay all of Parent’s reasonable costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee. NMCI, Parent and Merger Sub acknowledge that the provisions of this Section 7.5 are an integral part of the transactions contemplated hereby and that, without these agreements, none of NMCI, Parent or Merger Sub would enter into this Agreement. The Reverse parties agree that in the event that NMCI pays the NMCI Termination Fee to Parent, NMCI shall have no further liability to Parent of any kind in respect of this Agreement and the transactions contemplated hereby, and that in no event shall NMCI be required to pay the NMCI Termination Fee on more than one occasion. Any payment of the NMCI Termination Fee shall be paid made in cash by wire transfer of same day funds to Charter an account designated in same-day fundswriting by Parent. (c) Charter If this Agreement is validly terminated by (i) either party pursuant to Section 7.2(c) or (ii) Parent pursuant to Section 7.4(a) , then NMCI shall promptly, but in no event later than three Business Days after receipt of an invoice (with supporting documentation) therefor from Parent, pay to Parent (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by Parent an amount equal to the Parent Expenses, and CenterState each agree such payment shall be made within five Business Days after such termination. (d) If this Agreement is validly terminated by NMCI pursuant to Section 7.3(a) , then Parent shall pay to NMCI (or its designated Affiliate) by wire transfer of immediately available funds to an account designated by NMCI an amount equal to the NMCI Expenses, and such payment shall be made within five Business Days after such termination. (e) Each party acknowledges that the agreements contained in this Section 7.02 7.5 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState Parent and Merger Sub, on the one hand, and NMCI and the NMCI General Partner, on the other hand, would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date . The parties acknowledge that payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this AgreementNMCI Termination Fee, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) Parent Expenses or the Reverse Termination fee in accordance Section 7.02(b)NMCI Expenses, as applicable, if, as and when requires pursuant to this Section 7.5 shall constitute the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party sole and exclusive remedy with respect to this Agreement or the transactions contemplated by this Agreementthereto, except as expressly set forth in Section 7.6 .

Termination Fee; Expenses. (a) In recognition of The Merger Agreement provides that the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall Company will pay to CenterState Intersil a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of 17,076,058 under any of the followingfollowing circumstances in accordance with the terms set forth therein: • if the Merger Agreement is terminated by Intersil pursuant to a cause of termination set forth above under “— Termination” in paragraph (i) in the event CenterState terminates c)(ii); • if this Agreement is terminated by the Company pursuant to Section 7.01(ga cause of termination set forth above under “— Termination” in paragraph (d)(iii); or • if (A) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made to the Company and become publicly known to senior management of Charter or has shall have been made directly to its the stockholders of the Company generally or shall have otherwise become publicly known or any Person person or entity shall have publicly announced (and not withdrawn) an intention to make an Acquisition Proposal, (B) such Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) absolutely and (B) unconditionally withdrawn and abandoned prior to the date that termination of the Merger Agreement, (C) thereafter the Merger Agreement is twelve terminated by Intersil or the Company pursuant to a cause of termination set forth above under “— Termination” in paragraph (12b)(i), and (D) within nine months after such termination the date of such termination, Charter Company enters into any agreement to consummate, or consummates an Acquisition Transaction with respect to an consummates, the transactions contemplated by any Acquisition Proposal (regardless of whether or not the same such other Acquisition Proposal as that referred to above), then Charter shall, on the earlier is made before or after termination of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that Merger Agreement) (for purposes of this Section 7.02(a)(iiparagraph (c), all the references to “15%” in the definition of Acquisition Transaction Proposal shall be deemed to “20%” shall instead refer be references to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) In recognition the event that at any time after the date of the effortsthis Agreement Valley shall terminate this Agreement pursuant to Section 7.1(e) or 7.1(f), expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter then Bancshares shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)Valley on the date of such termination, by wire transfer of immediately available funds funds, an amount equal to an account specified the out-of-pocket expenses incurred by CenterState Valley in connection with the transactions contemplated by this Agreement (as itemized by Valley), up to $750,000 (the “Termination Expenses”). (b) In the event of any of the following: that: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (whether or not conditional) shall have been made directly to Bancshares’ shareholders or otherwise publicly disclosed or otherwise communicated or made known to senior management of Bancshares or Bancshares Board of Directors and (B) this Agreement is thereafter terminated (x) by Bancshares or Valley pursuant to Section 7.1(c) or Section 7.1(d) (but only if, in the case of a termination pursuant to Section 7.1(d), the Registration Statement shall have been declared effective no later than sixty (60) days prior to the Cutoff Date), or (y) by Valley pursuant to Section 7.1(e) or Section 7.1(f), then, (I) Bancshares shall pay to Valley, immediately upon such termination, by wire transfer of immediately available funds, the Termination Expenses, and, (II) if within 12 months after such termination, Bancshares or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal as that referred shall have been made, publicly disclosed or communicated prior to abovetermination hereof), then Charter shallBancshares shall pay Valley, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transactionexecution or consummation, pay CenterState the Termination Feeby wire transfer of immediately available funds, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum a fee of $2,000,000 7.5 million (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds.; or (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis pointsthis Agreement is terminated by Valley pursuant to Section 7.1(g) or by Bancshares pursuant to Section 7.1(h), together with the costs and expenses then Bancshares shall pay Valley, immediately upon such termination, by wire transfer of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreementimmediately available funds, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse and Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this AgreementExpenses.

Termination Fee; Expenses. (a) In recognition Except as otherwise provided in this Section 7.3 and except for (i) the expenses in connection with printing and mailing the Joint Proxy Statement and the Form S-4 required in connection with the actions specified in Section 5.3, (ii) all SEC filing fees relating to the Transactions and (iii) the fees in connection with the approvals required under Section 6.1(e) related to the Transactions (each of which fees and expenses shall be borne, in each case, equally by Boat and Island), all fees and expenses incurred by the efforts, expenses parties shall be borne solely by the party that has incurred such fees and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter expenses. (b) Boat shall pay to CenterState a termination fee equal to Island $14,485,624 25,000,000 (the “Boat Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: ) if this Agreement is terminated as follows: (i) in the event CenterState terminates if this Agreement is terminated by Island pursuant to Section 7.01(g7.1(c)(ii), then Boat shall pay the Boat Termination Fee (to the extent not previously paid) or Charter terminates on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 7.01(h7.1(b)(iii), Charter shall pay CenterState (B) pursuant to Section 7.1(c)(i) or (C) pursuant to Section 7.1(b)(ii) without the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; Boat Stockholders Meeting having occurred, and (iiy) in any such case a Competing Proposal shall have been publicly announced or otherwise communicated to the event that Boat Board (and not withdrawn) after the date of this Agreement and prior to the termination date of this Agreementthe Boat Stockholders Meeting, an Acquisition Proposal shall have been made known to senior management in the case of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and clause (A) thereafter this Agreement is terminated ), or the date of termination, in the case of clauses (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(eB) and (BC), and (z) prior to the date that is if within twelve (12) months after the date of such termination, Charter a transaction in respect of a Competing Proposal is consummated or Boat enters into any a definitive agreement or consummates an Acquisition Transaction with in respect to an Acquisition of a Competing Proposal (whether or not the same Acquisition Proposal as that referred to above)is ultimately consummated, then Charter shall, Boat shall pay the Boat Termination Fee (less any Expenses previously paid to Island pursuant to Section 7.3(c)) on the earlier of second Business Day following the date it enters into Boat consummates such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, transaction; provided, that that, solely for purposes of this Section 7.02(a)(ii7.3(b)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(f)(i), except that all references in the definition of Acquisition Transaction to “20%” % shall instead refer be changed to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Any Boat Termination Fee due under this Section 7.3(b) shall be paid to Charter in same-day by wire transfer of immediately available funds. (c) Charter Boat shall pay to Island a fixed expense reimbursement amount of $6,000,000, if this Agreement is terminated (i) pursuant to Section 7.1(b)(iii) (except if the Island Stockholder Approval had not been obtained upon a vote taken thereon at the Island Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof) or (ii) pursuant to Section 7.1(c)(i). Any Expenses of Island due under this Section 7.3(c) shall be paid by wire transfer of immediately available funds no later than two (2) Business Days after Boat’s receipt from Island of an itemized statement identifying such Expenses. (d) Island shall pay to Boat $25,000,000 (the “Island Termination Fee”) if this Agreement is terminated as follows: (i) if this Agreement is terminated by Boat pursuant to Section 7.1(d)(ii), then Island shall pay the Island Termination Fee (to the extent not previously paid) on the second Business Day following such termination; and (ii) (x) if this Agreement is terminated (A) pursuant to Section 7.1(b)(iv), (B) pursuant to Section 7.1(d)(i) or (C) pursuant to Section 7.1(b)(ii) without the Island Stockholders Meeting having occurred, and CenterState (y) in any such case a Competing Proposal shall have been publicly announced or otherwise communicated to the Island Board (and not withdrawn) after the date of this Agreement and prior to the date of the Island Stockholders Meeting, in the case of clause (A), or the date of termination, in the case of clauses (B) or (C), and (z) if within twelve (12) months after the date of such termination, a transaction in respect of a Competing Proposal is consummated or Boat enters into a definitive agreement in respect of a Competing Proposal that is ultimately consummated, then Island shall pay the Island Termination Fee (less any Expenses previously paid to Boat pursuant to Section 7.3(e)) on the second Business Day following the date Island consummates such transaction; provided, that, solely for purposes of this Section 7.3(d)(ii), the term “Competing Proposal” shall have the meaning ascribed thereto in Section 5.4(f)(i), except that all references to 20% shall be changed to 50%. Any Island Termination Fee due under this Section 7.3(d) shall be paid by wire transfer of immediately available funds. (e) Island shall pay to Boat a fixed expense reimbursement of $6,000,000, if this Agreement is terminated (i) pursuant to Section 7.1(b)(iv) (except if the Boat Stockholder Approval had not been obtained upon a vote taken thereon at the Boat Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof) or (ii) pursuant to Section 7.1(d)(i). Any Expenses of Boat due under this Section 7.3(e) shall be paid by wire transfer of immediately available funds no later than two (2) Business Days after Island’s receipt from Boat of an itemized statement identifying such Expenses. (f) The parties each agree that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, CenterState the parties would not enter into this Agreement; accordingly. Accordingly, if Charter a party fails promptly to pay any amounts due under this Section 7.027.3 and, Charter in order to obtain such payment, Island or Boat, as the case may be, commences a suit that results in a judgment against such party for such amounts, such party shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) prime rate published in the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as Journal for the prime rate on the date such payment was due, plus (ii) 200 basis pointsrelevant period, together with the costs and expenses of CenterState the other party (including reasonable legal fees and expenses) in connection with such suit. (d) . Notwithstanding anything to the contrary set forth in this Agreement, in the Parties agree event that if a Party pays the Boat Termination Fee or causes to be the Island Termination Fee is payable and actually paid to the other Party the Termination Fee Boat or Island in accordance with this Section 7.02(a) 7.3, payment of such Boat Termination Fee or the Reverse Island Termination fee in accordance Section 7.02(b)Fee, as applicable, shall be the Party paying sole and exclusive remedy of the non-terminating party and its affiliates against any other party or such Termination Fee other party’s stockholders, directors, officers, affiliates and other Representatives, for any loss or Reverse Termination (damage based upon, arising out of or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect relating to this Agreement or the transactions negotiation, execution or performance hereof or the Transactions contemplated hereby, except in the case of Willful Breach or fraud. Solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Boat Termination Fee or the Island Termination Fee, expanding the circumstances in which the Boat Termination Fee or the Island Termination Fee, as applicable, is to be paid or restricting or modifying the other rights of any party hereunder, in the event of the valid termination of this Agreement under circumstances in which the Boat Termination Fee or the Island Termination Fee is payable pursuant to this Section 7.3, it is agreed that each of the Boat Termination Fee and the Island Termination Fee is liquidated damages, and not a penalty, and the payment thereof in such circumstances is supported by this Agreementdue and sufficient consideration; provided, that no payment of a Boat Termination Fee or an Island Termination Fee shall be considered in lieu of, or a replacement or substitution for, damages incurred in the event of Willful Breach or fraud.

Termination Fee; Expenses. Except as provided in this Section 7.3 and except for the filing fee under the HSR Act (a) In recognition of the efforts, expenses and other opportunities foregone which filing fee in all events shall be borne by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”Parent), all fees and expenses incurred by wire transfer of immediately available funds to an account specified the parties hereto shall be borne solely by CenterState in the party which has incurred such fees and expenses. In the event of any of the following: that (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition a Takeover Proposal shall have been made known to senior management of Charter the Company or has shall have been made directly to its stockholders generally or any Person person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c7.1(b)(ii), 7.1(c)(i), or 7.1(d)(i) because the Requisite Charter Stockholder Approval shall not have been obtained hereof and such Takeover Proposal is consummated within one (1) year of such termination or (yii) this Agreement is terminated by CenterState Parent pursuant to Section 7.01(d) 7.1(d)(ii), or is terminated by the Company pursuant to Section 7.01(e) and (B) prior 7.1(c)(ii), then the Company shall pay to the date that is twelve (12) months after the date Parent within one business day of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect in the case of subclause (i) upon such consummation, a termination fee equal to an Acquisition Proposal $8 million (whether or not the same Acquisition Proposal as that referred to above"Termination Fee"), then Charter shall, on the earlier payable by wire transfer of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”)same day funds. The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree Company acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, CenterState Parent and Merger Sub would not enter into this Agreement; accordingly, if Charter fails promptly . In the event the Termination Fee becomes payable pursuant to pay any amounts due under this Section 7.027.3, Charter the Company shall also promptly pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journalupon Parent's request, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs all reasonably documented out-of-pocket fees and expenses of CenterState (including reasonable legal fees incurred by Parent and expenses) Merger Sub in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or and the transactions contemplated hereby (not exceeding $1 million in the aggregate), which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, that no payment made by the Company pursuant to this AgreementSection 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Merger Sub or of any rights of the Company in respect thereof. The Termination Fee, if paid, shall be credited against any damages recovered by Parent or Merger Sub from the Company arising from a breach of this Agreement by the Company.

Termination Fee; Expenses. (a) Except as provided in this Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In recognition the event that (A) (i) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter, (ii) the Board of Directors of the effortsCompany or any committee thereof shall have withdrawn or modified, expenses in a manner adverse to Parent, its approval or recommendation of the Transactions, (iii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii), (iii) and other opportunities foregone (iv) the Company consummates a transaction contemplated by CenterState while structuring and pursuing a Takeover Proposal within nine months of the Mergerdate this Agreement is terminated, Charter or (B) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), then in either event, the Company shall pay to CenterState Parent a termination fee equal to $14,485,624 30 million in cash. In the event that Parent terminates this Agreement pursuant to Section 7.1(d)(ii) or (“Termination Fee”d)(iii) other than in the circumstances as set forth in the preceding sentence, then the Company shall pay to Parent all of the Expenses (as defined herein) of Parent. Provided that the Company has not committed an act with the intent and effect of breaching Section 5.2(a)(ii), the fee and expense arrangements contemplated hereby are the sole remedies hereunder (other than equitable or injunctive relief under Section 9.12) and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof. (b) Any payment required to be made pursuant to paragraph (a) of this Section 7.3 shall be made to the Parent not later than two Business Days after delivery to the Company of notice of demand for payment and, in circumstances in which Expenses are payable, an itemization setting forth in reasonable detail all Expenses of the Parent or Purchaser (which itemization may be supplemented and updated from time to time by such party until the 60th day after such party delivers such notice of demand for payment), and shall be made by wire transfer of immediately available funds to an account specified designated by CenterState the Parent in the event notice of any of the following: (i) in the event CenterState terminates this Agreement demand for payment delivered pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii7.3(b), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely by the party which has incurred such fees and expenses. In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: that (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition a Takeover Proposal shall have been made known to senior management of Charter the Company or has shall have been made directly to its stockholders generally or any Person person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated by the Company either (xA) by either CenterState or Charter pursuant to Section 7.01(c7.1(b)(iii) because the Requisite Charter Stockholder Approval shall not have been obtained hereof or (yB) by CenterState if the Offer has remained open for at least twenty (20) business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.01(d7.1(b)(ii), and in either case such Takeover Proposal is consummated within one (1) year of such termination or (ii) this Agreement is terminated by Parent pursuant to Section 7.01(e7.1(d)(ii), or is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent within one (1) and (B) prior to the date that is twelve (12) months after the date day of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect in the case of subclause (i) upon such consummation, a termination fee equal to an Acquisition Proposal $15 million (whether or not the same Acquisition Proposal as that referred to above"Termination Fee"), then Charter shall, on the earlier payable by wire transfer of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”)same day funds. The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree Company acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, CenterState Parent and Purchaser would not enter into this Agreement; accordingly, if Charter fails promptly . In the event the Termination Fee becomes payable pursuant to pay any amounts due under this Section 7.027.3, Charter the Company shall also promptly pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journalupon Parent's request, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs all reasonably documented out-of-pocket fees and expenses of CenterState (including reasonable legal fees incurred by Parent and expenses) Purchaser in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or and the transactions contemplated hereby (which shall not exceed $1 million in the aggregate), which payments shall be in addition to the Termination Fee. The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder; provided, that no payment made by the Company pursuant to this AgreementSection 7.3 shall -------- operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof; further provided, that the Termination Fee, if paid, shall be credited ------- -------- against any damages recovered by Parent or Purchaser from the Company arising from such breach.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter The Company shall pay to CenterState Parent (or its designee) a termination fee equal to $14,485,624 7,500,000, less the aggregate amount of all Expenses previously paid by the Company pursuant to Section 7.03(c) (the “Termination Fee”), if: (i) this Agreement is terminated by the Company pursuant to Section 7.01(c)(i); (ii) after the date of this Agreement and prior to the date of the Company Shareholders Meeting (or the date of any postponement or adjournment thereof, if applicable), a bona fide Acquisition Proposal shall have been publicly announced or otherwise publicly disclosed and not have been withdrawn prior to the date of the Company Shareholders Meeting (or the date of any postponement or adjournment thereof, if applicable) and thereafter (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.01(b)(ii), and (B) (1) within twelve (12) months after such termination, the Company enters into a definitive agreement to consummate an Acquisition Proposal and such Acquisition Proposal is subsequently consummated or (2) an Acquisition Proposal is otherwise consummated within twelve (12) months after such termination; provided, however, that in order to satisfy either condition set forth in this Section 7.03(a)(ii)(B), the applicable Acquisition Proposal must provide for aggregate consideration in excess of $65 million to be paid to the Company, its Subsidiaries or their respective shareholders; (iii) after the date of this Agreement and prior to the Termination Date, a bona fide Acquisition Proposal shall have been publicly announced or otherwise disclosed to the Company Board and (A) this Agreement is terminated by Parent or the Company pursuant to Section 7.01(b)(i) or by Parent pursuant to Section 7.01(d)(ii), (B) such Acquisition Proposal shall not have been withdrawn (1) in the case of a termination pursuant to Section 7.01(b)(i), as of the Termination Date and (2) in the case of a termination pursuant to Section 7.01(d)(ii), as of the date of such termination, and (C) (1) within twelve (12) months after such termination, the Company enters into a definitive agreement to consummate an Acquisition Proposal and such Acquisition Proposal is subsequently consummated or (2) an Acquisition Proposal is otherwise consummated within twelve (12) months after such termination; provided, however, that in order to satisfy either condition set forth in this Section 7.03(a)(iii)(C), the applicable Acquisition Proposal must provide for aggregate consideration in excess of $65 million to be paid to the Company, its Subsidiaries or their respective shareholders; or (iv) this Agreement is terminated by Parent pursuant to Section 7.01(d)(i)(A) or Section 7.01(d)(i)(B). (b) The Termination Fee shall be paid by wire transfer of immediately available funds to an account specified designated by CenterState in the event of any of the following: Parent (i) in the event CenterState terminates case of Section 7.03(a)(i), simultaneously with the termination of this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h7.01(c)(i), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date case of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d7.03(a)(ii) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above7.03(a)(iii), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState Proposal and (iii) in the Termination Fee, provided, that for purposes case of this Section 7.02(a)(ii7.03(a)(iv), all references in within three (3) Business Days of the definition termination of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b7.01(d)(i)(A) and or 7.01(d)(i)(B). Parent shall provide to the denial Company notice designating an account for purposes of payment of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.Termination

Termination Fee; Expenses. (a) In recognition Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that New Parent and Company each shall pay one-half of all Expenses incurred solely for printing, filing and mailing the efforts, expenses Registration Statement and the Proxy Statement and all SEC and other opportunities foregone by CenterState while structuring regulatory filing fees incurred in connection with the Registration Statement and pursuing the MergerProxy Statement (for the avoidance of doubt, Charter shall pay not including related attorneys’ and accountants’ fees and Expenses) and any fees required to CenterState a termination fee equal to $14,485,624 be paid under the HSR Act and under any comparable statute applicable under Canadian law. (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in b) In the event of any of the following: that: (i) in the event CenterState terminates Parent shall terminate this Agreement pursuant to Section 7.01(g9.01(d), (ii) this Agreement is terminated pursuant to Section 9.01(e) or Charter terminates Section 9.01(f) and (A) at or prior to the time of such termination, either a Company Competing Transaction shall have been proposed to Company or a definitive proposal for a Company Competing Transaction is publicly announced or (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Company Competing Transaction or any Company Competing Transaction involving Company shall be consummated, (iii) Company shall terminate this Agreement pursuant to Section 7.01(h9.01(h), Charter shall pay CenterState or (iv) this Agreement is terminated pursuant to Section 9.01(b) under circumstances where the failure of the Effective Time to occur on or before the Termination Fee within one (1) Business Day after receipt Date was not caused by Parent’s failure to fulfill any of CenterState’s notification of such termination; and (ii) in the event that after the date of its obligations under this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter at or prior to the time of such termination, either a Company Competing Transaction shall have been proposed to Company or a definitive proposal for a Company Competing Transaction is publicly announced or (B) within 12 months after such termination, Company shall enter into a definitive agreement with respect to any Company Competing Transaction or any Company Competing Transaction involving Company shall be consummated; provided; however, that in no event shall Parent be entitled to a Company Termination Fee (as defined below) under this Section 9.05(b)(iv) if the initial filing of the preliminary Proxy Statement occurs after December 15, 2003. then Company shall pay to Parent (the “Company Termination Fee”) a sum equal to $3,750,000. Any Company Termination Fee shall be paid in same day funds within two Business Days after the date this Agreement is terminated (xin a manner set forth in this Section 9.05(b)) by either CenterState or Charter within two Business Days after the Company Termination Fee otherwise becomes due and payable pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii9.05(b), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter Parent and CenterState each Company agree that the agreements contained in this Section 7.02 9.05(b) above are an integral part of the transactions transaction contemplated by this Agreement, Agreement and that, constitute liquidated damages and not a penalty and that without these agreementsAgreements, CenterState Parent would not enter into this Agreement; accordinglyAgreement or the Voting Agreements. Accordingly, if Charter Company fails promptly to pay to Parent any amounts due under this Section 7.029.05(b), Charter Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs fees and expenses of CenterState (including reasonable legal fees and expenses) in connection with any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such suit. (d) Notwithstanding anything to amounts at the contrary set forth prime rate of X.X. Xxxxxx Xxxxx & Co. in this Agreement, effect on the Parties agree that if a Party pays or causes date such payment was required to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreementmade.

Termination Fee; Expenses. In the event that: (a) In recognition this Agreement is terminated by the Company pursuant to Section 8.1(g) of this Agreement or by Parent pursuant to Section 8.1(h) of this Agreement, then the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter Company shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)Parent, immediately upon such termination, by wire transfer of immediately available funds to an account specified by CenterState in funds, the event sum of any of (x) $1,200,000 (the following: “Termination Fee”); (ib) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (whether or not conditional) shall have been made directly to the Company’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of the Company or any member of the Company’s Board of Directors and (B) this Agreement is thereafter terminated (x) by the Company or Parent pursuant to Sections 8.1(c) or 8.1(d) of this Agreement (if the Company Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (y) by Parent pursuant to Sections 8.1(e) or 8.1(f) of this Agreement, then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the dollar amount of out-of-pocket expenses incurred by Parent in connection with the transactions contemplated by this Agreement (as certified by Parent upon receipt of the Company’s notice of termination or delivery of Parent’s notice of termination, whichever is applicable), up to $325,000 of such expenses (the “Termination Expenses”); and (c) (A) an Acquisition Proposal (whether or not conditional) or intention to make an Acquisition Proposal (whether or not conditional) shall have been made directly to the Company’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of the Company or any member of the Company’s Board of Directors and (B) this Agreement is thereafter terminated (x) by the Company or Parent pursuant to 8.1(d) of this Agreement (if the Company Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (y) by Parent pursuant to Sections 8.1(e) or 8.1(f) of this Agreement, then, if within 12 months after such termination, the Company or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal as that referred shall have been made, publicly disclosed or communicated prior to abovetermination hereof), then Charter shallthe Company shall pay Parent, on the earlier of the date it enters into of such agreement execution or consummation, a fee equal to the Termination Fee and the date of consummation of such Acquisition Transaction, pay CenterState the Termination FeeExpenses, provided, however that for purposes the sum of the Termination Fee and the Termination Expenses shall not exceed $1,200,000 and provided, further, that such amount shall be reduced by any Termination Expenses paid pursuant to clause (b) of this Section 7.02(a)(ii)8.5. For purposes of clauses (b) and (c) of this Section 8.5, all the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.3(e)(i) of this Agreement except that references in the definition of Acquisition Transaction Section 5.3(e)(i) to “2025%” shall instead refer to be replaced by “50%”.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. Except as provided in this Section 7.3 and except for the filing fee under the HSR Act (a) In recognition of which filing fee shall be borne equally by Parent and the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”Company), all fees and expenses incurred by wire transfer of immediately available funds to an account specified the parties hereto shall be borne solely by CenterState in the party that has incurred such fees and expenses. In the event of any of the following: that (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition a Takeover Proposal shall have been made known to senior management of Charter the Company or has shall have been made directly to its stockholders generally or any Person person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated either (xa) by either CenterState or Charter pursuant to Section 7.01(c7.1(b)(ii), 7.1(c)(i), or 7.1(d)(i) because the Requisite Charter Stockholder Approval shall not have been obtained or (yb) by CenterState pursuant to Section 7.01(d7.1(b)(i), but only if, in the case of this clause (b), the applicable Final Order is based on the existence of such Takeover Proposal (whether or not modified after it was first made), and such Takeover Proposal (whether or not modified after it was first made) is consummated within one (1) year of such termination or (ii) this Agreement is terminated by Parent pursuant to Section 7.01(e) and (B) prior 7.1(d)(ii), or is terminated by the Company pursuant to Section 7.1(c)(ii), then the date that is twelve (12) months after Company shall pay to Parent on the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect in the case of subclause (i) upon such consummation, a termination fee equal to an Acquisition Proposal $35 million (whether or not the same Acquisition Proposal as that referred to above"Termination Fee"), then Charter shall, on the earlier payable by wire transfer of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”)same day funds. The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree Company acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, CenterState Parent and Merger Sub would not enter into this Agreement; accordingly, if Charter fails promptly . In the event the Termination Fee becomes payable pursuant to pay any amounts due under this Section 7.027.3, Charter the Company shall also promptly pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journalupon Parent's request, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs all reasonably documented out-of-pocket fees and expenses of CenterState (including reasonable legal fees incurred by Parent and expenses) Merger Sub in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or and the transactions contemplated hereby (including the portion of the filing fee under the HSR Act paid by Parent), which payments shall be in addition to the Termination Fee, but which payments shall not exceed $1 million in the aggregate. The fee arrangement contemplated hereby shall be paid pursuant to this AgreementSection 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Merger Sub or of any rights of the Company in respect thereof. The Termination Fee, if paid, shall be credited against any damages recovered by Parent or Merger Sub from the Company arising from a breach of this Agreement by the Company.

Termination Fee; Expenses. (a) In recognition of the effortsThe Company shall pay, expenses and other opportunities foregone by CenterState while structuring and pursuing the Mergeror cause to be paid, Charter shall pay to CenterState a termination fee Parent an amount equal to $14,485,624 18,477,300 (the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState if Parent terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h8.01(c)(i), Charter which payment shall pay CenterState the Termination Fee be made within one two (12) Business Day Days after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced . (and not withdrawnb) an Acquisition Proposal with respect to Charter and If (i) (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e8.01(b)(iii) and (B) prior to the date of the Company Shareholders’ Meeting an Acquisition Proposal shall have been made or publicly announced and such Acquisition Proposal shall not have been publicly withdrawn without qualification at least five (5) Business Days prior to the Company Shareholders’ Meeting or (ii) (A) this Agreement is terminated pursuant to Section 8.01(c)(ii) and (B) prior to the date of such breach an Acquisition Proposal shall have been made or publicly announced and such Acquisition Proposal shall not have been publicly withdrawn without qualification prior to such breach, then in either case of clauses (i) or (ii) the Company shall pay, or cause to be paid, all of Parent’s, Merger Sub’s and their respective Affiliates’ reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) incurred by Parent, Merger Sub and their respective Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement; provided, that is in no event shall the amount payable pursuant to this Section 8.03(b) exceed $5,279,229 (the amount payable pursuant to this Section 8.03(b), “Parent Expenses”); provided, that if within twelve (12) months after the date of such termination, Charter enters into any agreement or the Company either consummates an Acquisition Transaction with respect Proposal or enters into a definitive agreement to consummate an Acquisition Proposal and the Company thereafter consummates such Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to abovewithin such twelve (12) month period), then Charter shall, on the earlier Company shall upon the earliest of the date it enters into such agreement and the date of consummation of such Acquisition TransactionProposal or the entry into such definitive agreement with respect thereto, pay CenterState pay, or cause to be paid, to Parent an amount equal to the Termination FeeFee minus the Parent Expenses previously paid by the Company; provided, providedfurther, that for the purposes of this Section 7.02(a)(ii8.03(b), all references to “more than fifteen percent (15%)” in the definition of the term Acquisition Transaction Proposal shall be deemed to be references to “20%” shall instead refer to “fifty percent (50%) or more.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree The Company acknowledges that the agreements contained in this Section 7.02 8.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState Purchasers would not enter into this Agreement; accordingly, if Charter the Company fails to promptly pay the Termination Fee or Parent Expenses and, in order to pay obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company for the Termination Fee or Parent Expenses (or a portion of any amounts due under this Section 7.02such fees or expenses), Charter the Company shall pay Parent its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on such amounts from the date payment amount of such amounts were due to the date of actual payment fee at the prime rate published in the Money Rates section of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate Journal in effect on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suitrequired to be made. (d) Notwithstanding anything All payments under this Section 8.03 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent. (e) In the contrary event that Parent shall have the right to receive the Termination Fee or Parent Expenses, Parent’s right to receive such payment (and the fees and expenses set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b8.03(c)), as applicableif any, shall be the Party paying such Termination Fee or Reverse Termination sole and exclusive remedy (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party than with respect to any liability resulting from any willful and material breach of this Agreement by the Company) against the Company and any of the Company Subsidiaries or Affiliates for any and all losses suffered by Parent, Merger Sub, their respective Affiliates in connection with, or as a result of the failure, of the transactions contemplated by this Agreement to be consummated, and none of Parent, Merger Sub, any of their respective Affiliates or any other Person shall be entitled to bring or maintain any Action against the Company or any of the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members or Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination (other than with respect to any liability resulting from any willful and material breach of this Agreement by the Company). (f) Except as expressly contemplated by this Agreement, including this Section 8.03, all costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated by this Agreement shall be the obligation of the Party incurring such expenses.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that at any time after the date of this Agreement (i) (A) the holders of Company Common Stock shall not have approved this Agreement and prior to the termination transactions contemplated hereby at the meeting of such shareholders held for the purpose of voting on this Agreement, an Acquisition Proposal (B) such meeting shall have been made known to senior management adjourned or canceled, (C) the Board of Charter or has been made directly to its stockholders generally or any Person Directors of the Company shall have publicly withdrawn or modified, or publicly announced (and not withdrawn) an Acquisition Proposal with respect its intent to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState withdraw or Charter pursuant modify, in any manner adverse to Section 7.01(c) because Parent, its recommendation, or shall have failed to reconfirm its recommendation, that the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier shareholders of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of Company approve the transactions contemplated by this Agreement, or (D) the Company shall have breached any covenant or obligation contained in this Agreement and that, without these agreements, CenterState such breach would not enter into entitle Parent to terminate this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter in each case after (x) an Acquisition Proposal shall pay interest on such amounts from the date payment of such amounts were due have been communicated to the date of actual payment at the rate of interest equal to the sum of Company or (iy) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (it shall have been publicly announced that any Person other than Parent or any successor publication thereto)Subsidiary of Parent shall have made a bona fide proposal by public announcement or written communication that becomes the subject of public disclosure to engage in a merger, designated therein as consolidation or similar transaction with, or a purchase or other acquisition of 10% or more of the prime rate on assets or 10% or more of the date such payment was dueoutstanding shares of Common Stock of, plus the Company or (ii) 200 basis pointsthere shall have occurred a breach of Section 5.1(d) other than an inadvertent breach which is corrected to Parent’s reasonable satisfaction, together with then, in any such case, in the costs event that this Agreement is terminated, the Company shall pay to Parent a fee of $3,250,000 (the “Termination Fee”) and shall reimburse Parent for the out-of-pocket expenses of CenterState (including reasonable legal fees and expenses) incurred by Parent in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement, up to $150,000 in such expenses (the “Termination Expenses”), provided, however that the sum of the Termination Fee and the Termination Expenses shall not exceed $3,400,000 (the “Maximum Amount”).

Termination Fee; Expenses. In the event that: (ai) In recognition this Agreement is terminated by NJCB pursuant to Section 8.1(g) of this Agreement or by 1st Constitution and the effortsBank pursuant to Section 8.1(h) of this Agreement, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter then NJCB shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)1st Constitution, immediately upon such termination, by wire transfer of immediately available funds to an account specified funds, the sum of (x) $275,000 (the “Termination Fee”) and (y) the dollar amount of out-of-pocket expenses incurred by CenterState 1st Constitution and the Bank in connection with the event of any of the following: (i) in the event CenterState terminates transactions contemplated by this Agreement pursuant to Section 7.01(g) (as certified by 1st Constitution upon receipt of NJCB’s notice of termination or Charter terminates this Agreement pursuant to Section 7.01(hdelivery of 1st Constitution’s and the Bank’s notice of termination, whichever is applicable), Charter shall pay CenterState up to $125,000 in such expenses (the “Termination Expenses”), provided, however that the sum of the Termination Fee within one and the Termination Expenses shall not exceed $400,000 (1) Business Day after receipt of CenterState’s notification of such termination; and the “Maximum Amount”); (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an a bona fide Acquisition Proposal (whether or not conditional) shall have been made directly to NJCB’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of NJCB or any member of NJCB’s Board of Directors, and (B) this Agreement is thereafter terminated (x) by NJCB or 1st Constitution pursuant to Sections 8.1(c) or 8.1(d) of this Agreement (if NJCB Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (y) by 1st Constitution and the Bank pursuant to Sections 8.1(e) or 8.1(f) of this Agreement, then if within 18 months after such termination, NJCB or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal as that referred shall have been made, publicly disclosed or communicated prior to abovetermination hereof), then Charter shallNJCB shall pay 1st Constitution, on the earlier of the date it of such execution or consummation, a fee equal to the Maximum Amount; and (iii) (A) a bona fide Acquisition Proposal (whether or not conditional) shall have been made directly to NJCB’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of NJCB or any member of NJCB’s Board of Directors, and (B) this Agreement is thereafter terminated (x) by either 1st Constitution and the Bank, on one hand, or NJCB, on the other hand, pursuant to 8.1(d) of this Agreement (if NJCB Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (y) by 1st Constitution and the Bank pursuant to Sections 8.1(e) or 8.1(f) of this Agreement, then, if within 12 months after such termination, NJCB or any of its Subsidiaries enters into such a definitive agreement and with respect to, or consummates a transaction contemplated by, any Acquisition Proposal (which, in each case, need not be the same Acquisition Proposal that shall have been made, publicly disclosed or communicated prior to termination hereof), then NJCB shall pay 1st Constitution, on the earlier of the date of consummation of such Acquisition Transactionexecution or consummation, pay CenterState a fee equal to the Maximum Amount less any Termination Fee, provided, that for purposes Expenses paid to 1st Constitution pursuant to clause (ii) of this Section 7.02(a)(ii)8.5. For purposes of clauses (ii) and (iii) of this Section 8.5, all the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.3(d)(i) of this Agreement except that references in the definition of Acquisition Transaction Section 5.3(d)(i) to “2025%” shall instead refer to be replaced by “50%”.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) In recognition of Except as otherwise provided in this Section 7.3, Section 5.5, Section 5.17, Section 5.18 and Section 5.19, all fees and expenses (including those payable to Representatives) incurred in connection with this Agreement and the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 Transactions (“Termination FeeExpenses”)) shall be paid by the Party incurring such fees or expenses, by wire transfer whether or not the Transactions are consummated. Parent shall be responsible for the payment of immediately available funds any filing fees required to an account specified by CenterState be made in connection with filings to be made under the HSR Act. (b) In the event of any of the following: that: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g(A) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter (whether or has been not conditional) (1) is made directly to its stockholders generally the Parent Stockholders or is otherwise publicly disclosed or shall otherwise have become publicly known, or any Person shall have publicly announced an intention (and whether or not withdrawnconditional) to make, an Acquisition Proposal with respect and, in each case, such Acquisition Proposal is not withdrawn prior to Charter such termination (or, in the case of termination pursuant to Section 7.1(b)(iv) (Parent Stockholder No Vote), such Acquisition Proposal is publicly announced and not withdrawn at least two (A2) thereafter Business Days prior to the date of the Parent Stockholders Meeting) or (2) is otherwise communicated to senior management of Parent or the Parent Board prior to the termination hereof and not withdrawn prior to such termination, (B) this Agreement is terminated (x) by either CenterState the Company or Charter Parent pursuant to Section 7.01(c7.1(b)(i) because (Outside Date) or, but only in the Requisite Charter case of sub-clause (1) in the foregoing clause (A), Section 7.1(b)(iv) (Parent Stockholder Approval shall not have been obtained No Vote) or (y) by CenterState the Company pursuant to Section 7.01(d7.1(c)(y) (Breach of Non-Solicitation) or Section 7.01(e7.1(b)(iii) (Breach of Parent Representations or Covenants) with respect to a Terminable Breach by Parent, and (BC) prior to the date that is within twelve (12) months after the date of such termination, Charter Parent enters into an agreement in respect of any agreement Acquisition Proposal or consummates recommends or submits an Acquisition Transaction Proposal to its stockholders for adoption, or a transaction in respect of any Acquisition Proposal with respect to an Acquisition Proposal (whether or Parent is consummated, which, in each case, need not be the same Acquisition Proposal as that referred was made, disclosed or communicated prior to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, termination hereof (provided, that for purposes of this Section 7.02(a)(ii7.3(b)(i), all references each reference to “20% or more” in the definition of “Acquisition Transaction to “20%Proposal” shall instead refer be deemed to be a reference to “50%.% or more”); (bii) If CenterState this Agreement is terminated by the Company or Charter terminates Parent pursuant to Section 7.1(b)(iv) (Parent Stockholder No Vote) and, immediately prior to the Parent Stockholders Meeting, the Company would have been entitled to terminate this Agreement pursuant to Section 7.01(b7.1(c)(x) and the denial of the applicable Regulatory Approval (Change in Recommendation); (iii) this Agreement is terminated by the applicable Governmental Authority is caused solely by CenterState and its SubsidiariesCompany pursuant to Section 7.1(c)(x) (Change in Recommendation); then, CenterState shallin either such event, on the date of termination, Parent shall pay to Charter the sum of Company $2,000,000 1,400,000,000 (the “Reverse Parent Termination Fee”), less the amount of Company Expenses previously paid to the Company (if any) pursuant to Section 7.3(c), it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion; provided, that the payment by Parent of the Parent Termination Fee pursuant to this Section 7.3(b) shall not relieve Parent from any liability or damage resulting from a Willful and Material Breach of any of its covenants or agreements set forth in this Agreement or Fraud. The Reverse Parent Termination Fee payable pursuant to (x) Section 7.3(b)(i) shall be paid upon signing a definitive agreement for a transaction relating to Charter in same-an Acquisition Proposal (or, if earlier, the consummation of a transaction contemplated by an Acquisition Proposal), (y) Section 7.3(b)(ii) (due to termination by the Company) or Section 7.3(b)(iii), shall be paid within two (2) Business Days of such termination or (z) Section 7.3(b)(ii) (due to termination by the Parent), by wire transfer of same day immediately available funds. (c) Charter In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iv) (Parent Stockholder No Vote) under circumstances in which the Parent Termination Fee is not then payable pursuant to Section 7.3(b), then Parent shall pay the Company for all reasonable out-of-pocket fees and CenterState each agree expenses incurred or paid by Company, the Company Representative or any of their Affiliates in connection with the authorization, preparation, investigation, negotiation, execution and performance of this Agreement and the Transactions, including all due diligence and financing costs, filing fees, printing fees and fees and expenses of law firms, commercial banks, investment banking firms, accountants, experts and consultants, not to exceed $260,000,000 (the “Company Expenses”) within two (2) Business Days after notification of the amounts thereof by the Company by wire transfer of same day immediately available funds; provided, that the payment by Parent of the Company Expenses pursuant to this Section 7.3(c) shall not relieve Parent (x) of any subsequent obligation to pay the Parent Termination Fee pursuant to Section 7.3(b) except to the extent indicated in such Section or (y) from any liability or damage resulting from a Willful and Material Breach of any of its covenants or agreements set forth in this Agreement or Fraud. (d) Each Party acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this AgreementTransactions, and that, without these agreements, CenterState the Company would not enter into this Agreement; accordingly. Each of the Parties further acknowledges that the payment of the amounts by Parent specified in this Section 7.3 is not a penalty, but, in each case, is liquidated damages in a reasonable amount that will compensate the Company 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, which amount would otherwise be impossible to calculate with precision. Accordingly, if Charter Parent fails to promptly to pay any amounts due under pursuant to this Section 7.027.3, Charter and, in order to obtain such payment, the Company commences a suit that results in a judgment against Parent for the amounts set forth in this Section 7.3 or any portion thereof, Parent shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the Company its reasonable and documented out-of-pocket costs and expenses of CenterState (including reasonable legal attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (de) Notwithstanding anything to Except in the contrary set forth in case of Willful and Material Breach or Fraud by Parent, following the termination of this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee Agreement in accordance with Section 7.02(a) or its terms, and where the Reverse Parent Termination fee Fee and/or Company Expenses is paid in accordance with this Section 7.02(b)7.3, (i) the Company’s receipt of the Parent Termination Fee or Company Expenses, as applicable, from or on behalf of Parent shall be the Party paying Company’s sole and exclusive remedy (whether based in contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable laws or otherwise) against Parent and its Subsidiaries and any of their respective former, current or future direct or indirect equity holders, general or limited partners, controlling persons, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees for, and (ii) in no event will the Company or any other such Person seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to, in each case of clause (i) and (ii), (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger or the other Transactions to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement (other than in the case of the payment of only Company Expenses, the payment of the Parent Termination Fee (less the amount of Company Expenses previously paid to the Company) if required to be paid under Section 7.3(b) and any costs or expenses payable pursuant to Section 7.3(d) with respect to such payment of the Parent Termination Fee). Upon payment of the Parent Termination Fee or Reverse Termination Company Expenses (including, if any, the costs or expenses payable pursuant to Section 7.3(d)) in accordance with this Section 7.3, neither Parent nor any successor in interest thereof) will not of its Affiliates or Representatives shall have any further obligations liability or liabilities obligation to the other Party with respect Company relating to or arising out of this Agreement or the transactions contemplated by this AgreementTransactions (other than in the case of the payment of only Company Expenses, the payment of the Parent Termination Fee (less the amount of Company Expenses previously paid to the Company) if required to be paid under Section 7.3(b) and any costs or expenses payable pursuant to Section 7.3(d) with respect to such payment of the Parent Termination Fee).

Termination Fee; Expenses. (a) In recognition of Except as provided in this Section 10.3(a) and except for the efforts, expenses and other opportunities foregone filing fee under the HSR Act (which filing fee shall be paid by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”Parent), all fees and expenses incurred by wire transfer of immediately available funds to an account specified the parties hereto shall be borne solely by CenterState in the party that has incurred such fees and expenses. (b) In the event of any of the following: that (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition a Takeover Proposal shall have been made known to senior management of Charter the Company or has shall have been made directly to its stockholders shareholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c10.1(b)(ii), Section 10.1(c)(ii), or Section 10.1(d)(i), and such Takeover Proposal (whether or not modified after it was first made) because the Requisite Charter Stockholder Approval shall not have been obtained is consummated within one year after such termination, or (yii) this Agreement is terminated by CenterState Parent pursuant to Section 7.01(d) 10.1(d)(ii), or is terminated by the Company pursuant to Section 7.01(e) and (B) prior 10.1(c)(iii), then the Company shall pay to the date that is twelve (12) months after Parent on the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition case of Acquisition Transaction to “20%” shall instead refer to “50%.” subclause (bi) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and upon such consummation, a termination fee in the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum amount of $2,000,000 9.90 million (the “Reverse Termination Fee”), payable by wire transfer of immediately available funds. The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree Company acknowledges that the agreements contained in this Section 7.02 10.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, CenterState Parent and Merger Subsidiary would not enter into this Agreement; accordingly, if Charter fails promptly . In the event the Termination Fee becomes payable pursuant to pay any amounts due under this Section 7.0210.3, Charter the Company shall also promptly pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journalupon Parent’s request, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs all reasonably documented out-of-pocket fees and expenses of CenterState (including reasonable legal fees incurred by Parent and expenses) Merger Subsidiary in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or and the transactions contemplated hereby (including the filing fee under the HSR Act), which payments shall be in addition to the Termination Fee, but which payments shall not exceed $300,000 in the aggregate. The fee arrangement contemplated hereby shall be paid pursuant to this Section 10.3 regardless of any alleged breach by Parent of its obligations hereunder; provided, however, that no payment made by the Company pursuant to this AgreementSection 10.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Merger Subsidiary or of any rights of the Company in respect thereof. The Termination Fee, if paid, shall be the sole remedy of Parent and Merger Subsidiary for any alleged breach of this Agreement as a result of the Company’s acceptance of a Superior Proposal.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) in the event that at any time after the date of this Agreement (A) the holders of Shrewsbury Common Stock shall not have approved this Agreement and prior to the termination transactions contemplated hereby at the meeting of such shareholders held for the purpose of voting on this Agreement, an Acquisition Proposal (B) such meeting shall have been made known to senior management adjourned or canceled, (C) the Board of Charter or has been made directly to its stockholders generally or any Person Directors of Shrewsbury shall have publicly withdrawn or modified, or publicly announced (and not withdrawn) an Acquisition Proposal with respect its intent to Charter and (A) thereafter this Agreement is terminated (x) by either CenterState withdraw or Charter pursuant modify, in any manner adverse to Section 7.01(c) because the Requisite Charter Stockholder Approval Valley, its recommendation, or shall not have been obtained or (y) by CenterState pursuant failed to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter shall, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, providedreconfirm its recommendation, that for purposes the shareholders of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of Shrewsbury approve the transactions contemplated by this Agreement, or (D) Shrewsbury shall have breached any covenant or obligation contained in this Agreement and that, without these agreements, CenterState such breach would not enter into entitle Valley to terminate this Agreement; accordingly, in each case after (x) a bona fide Acquisition Transaction shall have been communicated to Shrewsbury or (y) it shall have been publicly announced that any person other than Valley or any Subsidiary of Valley shall have made a bona fide proposal by public announcement or written communication that becomes the subject of public disclosure to engage in a merger, consolidation or similar transaction with, or a purchase or other acquisition of all or substantially all of the assets or a majority of the outstanding shares of Common Stock of, Shrewsbury, then, in any such case, if Charter fails promptly this Agreement is terminated, Shrewsbury shall, concurrent with the consummation of an Acquisition Event (as hereinafter defined) occurring within eighteen months after such termination, pay to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from Valley (I) a fee of $4,125,000 (the date payment of such amounts were due to the date of actual payment at the rate of interest “Termination Fee”) and (II) an amount equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and reasonable out-of-pocket expenses of CenterState (including reasonable legal fees and expenses) incurred by Valley in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement (as itemized by Valley) (the “Termination Expenses”). For purposes of this Agreement., the term “Acquisition Event” shall mean the first closing contemplated by an Acquisition Transaction. 41

Termination Fee; Expenses. (a) In recognition of If this Agreement is terminated by Parent pursuant to Section 7.01(c)(i), the effortsCompany will pay, expenses and other opportunities foregone by CenterState while structuring and pursuing the Mergeror cause to be paid, Charter shall pay to CenterState a termination fee Parent an amount equal to $14,485,624 (33,000,000, the “Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: such payment shall be made within two (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (12) Business Day Days after receipt of CenterState’s notification of such termination; and (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, . (b) If (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.01(b)(iii) and prior to the date of the Company Stockholders’ Meeting an Acquisition Proposal shall have been made known and shall not have been withdrawn by the applicable Person at least ten (10) Business Days before the Company Stockholders’ Meeting or (ii) this Agreement is terminated by Parent pursuant to senior management Section 7.01(c)(ii) and prior to the date of Charter or has been made directly the breach giving rise to its stockholders generally or any Person shall have publicly announced (and not withdrawnParent’s right to terminate under Section 7.01(c)(ii) an Acquisition Proposal with respect to Charter shall have been made and (A) thereafter this Agreement is terminated (x) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained or withdrawn by the applicable Person at least ten (y10) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) Business Days prior to the date of such breach, the Company will pay, or cause to be paid, to Parent all of Parent’s, Merger Sub’s, Trident’s, K-Z LLC’s and their respective Affiliates’ reasonable out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent, Merger Sub, Trident, K-Z LLC and their respective Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (“Parent Expenses”); provided, that is in no event shall the Parent Expenses exceed an amount equal to $5,000,000; provided, further, that if within twelve (12) months after the date of such termination, Charter enters into any agreement or the Company either consummates an Acquisition Transaction with respect Proposal or enters into a definitive agreement to consummate an Acquisition Proposal and the Company thereafter consummates such Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to abovewithin such twelve (12) month period), then Charter shall, on the earlier of the date it enters into such agreement and the date of Company shall upon consummation of such Acquisition TransactionProposal, pay CenterState pay, or cause to be paid, to Parent an amount equal to the Termination FeeFee minus the Parent Expenses previously paid by the Company; provided, providedfurther, that for the purposes of this Section 7.02(a)(ii7.03(b), all references to “ten percent (10%) or more” in the definition of the term Acquisition Transaction Proposal will be deemed to be references to “20%” shall instead refer to “fifty percent (50%.) or more” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter If this Agreement is terminated by Parent pursuant to Section 7.01(c)(iii), the Company will pay, or cause to be paid, to Trident all of Trident’s and CenterState each agree its Affiliates’ reasonable and documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred by Trident and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement; provided, that in no event shall Trident’s and its Affiliates expenses exceed an amount equal to $5,000,000. Trident is expressly intended as a third party beneficiary of this Section 7.03(c). (d) The Company acknowledges that the agreements contained in this Section 7.02 7.03 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState Parent would not enter into this Agreement; accordingly, if Charter the Company fails to promptly to pay any amounts amount due under pursuant to this Section 7.027.03 and, Charter in order to obtain such payment, the Person entitled to such payment commences a suit that results in a Judgment against the Company (or a portion of any such fees or expenses) the Company shall pay the Person entitled to such payment its costs and expenses (including attorneys’ fees) in connection with such suit, together with interest on such amounts from the date payment amount of such amounts were due to the date of actual payment fee at the prime rate published in the Money Rates section of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate Journal in effect on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suitrequired to be made. (de) Notwithstanding anything All payments under this Section 7.03 shall be made by wire transfer of immediately available funds to the contrary set forth an account designated in this Agreement, the Parties agree that if a Party pays writing by Parent or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b)Trident, as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. (a) In recognition of The Merger Agreement provides that the efforts, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall Company will pay to CenterState Parent a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of 27,000,000 under any of the followingfollowing circumstances in accordance with the terms set forth therein: • if the Merger Agreement is terminated by Parent pursuant to a cause of termination set forth above under "Termination" in paragraph (c)(i); • if the Merger Agreement is terminated by the Company pursuant to a cause of termination set forth above under "Termination" in either paragraph (d)(i) or (d)(iii); or • if the Merger Agreement is terminated either (i) prior to the closing of the Offer, by Parent pursuant to a cause of termination set forth above under "Termination" in paragraph (c)(ii), or (ii) by the Company or Parent pursuant to a cause of termination set forth above under "Termination" in paragraph (b)(i) and, in the event CenterState terminates this Agreement pursuant to Section 7.01(gcase of clauses (i) or Charter terminates this Agreement pursuant to Section 7.01(h), Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) immediately above, (A) prior to such termination, a Takeover Proposal shall (1) in the event that after case of a termination pursuant to a cause of termination set forth above under "Termination" in paragraph (b)(i), have been publicly disclosed and not withdrawn or (2) in the case of a termination pursuant to pursuant to a cause of termination set forth above under "Termination" in paragraph (c)(ii), have been publicly disclosed or otherwise made or communicated to the Company or the Company's board of directors, and not withdrawn, and (B) within 12 months following the date of this such termination of the Merger Agreement and the Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated or publicly disclosed), plus, in addition to the Termination Fee, any expenses actually incurred by Parent on or prior to the termination of this Agreement, an Acquisition Proposal shall have been made known the Merger Agreement (less the amount of any such expenses previously paid to senior management of Charter or has been made directly to its stockholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Parent). • In the event the Merger Agreement is terminated (xi) by either CenterState or Charter Parent pursuant to Section 7.01(ca cause of termination set forth above under "Termination" in paragraph (c)(ii), then the Company shall, following receipt of an invoice therefor, promptly (in any event within 2 business days) because the Requisite Charter Stockholder Approval shall not have been obtained pay all expenses actually incurred by Parent on or (y) by CenterState pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve termination of the Merger Agreement, or (12ii) months after by the date Company pursuant to a cause of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect to an Acquisition Proposal termination set forth above under "Termination" in paragraph (whether or not the same Acquisition Proposal as that referred to aboved)(ii), then Charter Parent shall, following receipt of an invoice therefor, promptly (in any event within 2 business days) pay all expenses actually incurred by the Company on or prior to the earlier termination of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Merger Agreement.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses Except as provided in this Section 7.3 and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState in the event of any of the following: except for (i) in the event CenterState terminates this Agreement pursuant to Section 7.01(g) filing fee under the HSR Act and any fees for similar filings or Charter terminates this Agreement pursuant to Section 7.01(h)notices under foreign laws or regulations, Charter shall pay CenterState the Termination Fee within one (1) Business Day after receipt of CenterState’s notification of such termination; and (ii) the expenses in connection with printing and mailing the proxy statement required in connection with the actions specified in Section 5.14(a), the Proxy Statement and the Form S-4, (iii) the fees and expenses in connection with obtaining each FCC Approval and (iv) all SEC filing fees relating to the transactions contemplated herein (which fees and expenses shall be borne, in each case, equally by Parent and the Company), all fees and expenses incurred by the parties hereto shall be borne solely by the party that has incurred such fees and expenses. In the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition (i) a Takeover Proposal shall have been made known to senior management of Charter the Company or has shall have been made directly to its stockholders generally or any Person person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and not withdrawn) an Acquisition Proposal with respect to Charter and (A) thereafter this Agreement is terminated either (xa) by either CenterState or Charter pursuant to Section 7.01(c) because the Requisite Charter Stockholder Approval shall not have been obtained 7.1(b)(ii), 7.1(c)(i), or 7.1(d)(i), or (yb) by CenterState pursuant to Section 7.01(d7.1(b)(i), but only if, in the case of this clause (b), the applicable Final Order is based on the existence of such Takeover Proposal (whether or not modified after it was first made), and such Takeover Proposal (whether or not modified after it was first made) is consummated within one (1) year of such termination or (ii) this Agreement is terminated by Parent pursuant to Section 7.01(e) and (B) prior 7.1(d)(ii), or is terminated by the Company pursuant to Section 7.1(c)(ii), then the date that is twelve (12) months after Company shall pay to Parent on the date of such termination, Charter enters into any agreement or consummates an Acquisition Transaction with respect in the case of subclause (i) upon such consummation, a termination fee equal to an Acquisition Proposal $264,000,000 (whether or not the same Acquisition Proposal as that referred to above“Termination Fee”), then Charter payable by wire transfer of same day funds. In the event that the Termination Fee is payable to Parent, the Company shall, on together with the earlier payment of the date it enters into such agreement and the date of consummation of such Acquisition Transaction, pay CenterState the Termination Fee, provided, that reimburse Parent for purposes of this Section 7.02(a)(ii), all references any SEC filing fees previously paid by Parent or Merger Sub in connection with the definition of Acquisition Transaction to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”)transactions contemplated herein. The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree Company acknowledges that the agreements contained in this Section 7.02 7.3 are an integral part of the transactions contemplated by this Agreement, Agreement and that, without these agreements, CenterState Parent and Merger Sub would not enter into this Agreement; accordingly. The fee arrangement contemplated hereby shall be paid pursuant to this Section 7.3 regardless of any alleged breach by Parent of its obligations hereunder, provided, that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Merger Sub or of any rights of the Company in respect thereof. The Termination Fee, if Charter fails promptly to pay paid, shall be credited against any amounts due under damages recovered by Parent or Merger Sub from the Company arising from a breach of this Agreement by the Company. Solely for purposes of this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement7.3, the Parties agree term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2(e) except that if a Party pays or causes references to “10%” in the definition of “Takeover Proposal” in Section 5.2(e) shall be deemed to be paid references to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement“50%”.

Termination Fee; Expenses. (a) In recognition of the efforts, expenses and other opportunities foregone by CenterState Purchaser while structuring and pursuing the Merger, Charter Company shall pay to CenterState Purchaser a termination fee equal to five million three hundred thousand ($14,485,624 5,300,000) (“Termination Fee”), by wire transfer of immediately available funds to an account specified by CenterState Purchaser in the event of any of the following: (i) in the event CenterState Purchaser terminates this Agreement pursuant to Section 7.01(g) or Charter Company terminates this Agreement pursuant to Section 7.01(h), Charter Company shall pay CenterState Purchaser the Termination Fee within one (1) Business Day after receipt of CenterStatePurchaser’s notification of such termination; and or (ii) in the event that after the date of this Agreement and prior to the termination of this Agreement, an Acquisition Proposal shall have been made known to senior management of Charter Company or has been made directly to its stockholders shareholders generally or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter Company and (A) thereafter this Agreement is terminated (x) by either CenterState Purchaser or Charter Company pursuant to Section 7.01(c) because the Requisite Charter Stockholder Company Shareholder Approval shall not have been obtained or (y) by CenterState Purchaser pursuant to Section 7.01(d) or Section 7.01(e) and (B) prior to the date that is twelve (12) months after the date of such termination, Charter Company enters into any agreement or consummates an Acquisition Transaction a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Charter Company shall, on the earlier of the date it enters into such agreement and or the date of consummation of such Acquisition Transactiontransaction, pay CenterState Purchaser the Termination Fee, provided, that for purposes of this Section 7.02(a)(ii), all references in the definition of Acquisition Transaction Proposal to “20%” shall instead refer to “50%.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) Company and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState Purchaser each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState Purchaser would not enter into this Agreement; accordingly, if Charter Company fails promptly to pay any amounts due under this Section 7.02, Charter Company shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState Purchaser (including reasonable legal fees and expenses) in connection with such suit. (dc) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party Company pays or causes to be paid to the other Party Purchaser the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination Company (or any successor in interest thereofof Company) will not have any further obligations or liabilities to the other Party Purchaser with respect to this Agreement or the transactions contemplated by this Agreement.

Termination Fee; Expenses. In the event that: (ai) In recognition this Agreement is terminated by RFH pursuant to Section 8.1(g) of this Agreement or by 1st Constitution and the effortsBank pursuant to Section 8.1(h) of this Agreement, expenses and other opportunities foregone by CenterState while structuring and pursuing the Merger, Charter then RFH shall pay to CenterState a termination fee equal to $14,485,624 (“Termination Fee”)1st Constitution, immediately upon such termination, by wire transfer of immediately available funds to an account specified funds, the sum of (x) $1,000,000 (the “Termination Fee”) and (y) the dollar amount of out-of-pocket expenses incurred by CenterState 1st Constitution and the Bank in connection with the event of any of the following: (i) in the event CenterState terminates transactions contemplated by this Agreement pursuant to Section 7.01(g) (as certified by 1st Constitution upon receipt of RFH’s notice of termination or Charter terminates this Agreement pursuant to Section 7.01(hdelivery of 1st Constitution’s and the Bank’s notice of termination, whichever is applicable), Charter shall pay CenterState up to $275,000 in such expenses (the “Termination Expenses”), provided, however that the sum of the Termination Fee within one and the Termination Expenses shall not exceed $1,275,000 (1) Business Day after receipt of CenterState’s notification of such termination; and the “Maximum Amount”); (ii) in the event that after the date (A) a bona fide Acquisition Proposal (whether or not conditional) shall have been made directly to RFH’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of RFH or any member of RFH’s Board of Directors, and (B) this Agreement is thereafter terminated (x) by RFH or 1st Constitution pursuant to Sections 8.1(c) or 8.1(d) of this Agreement (if RFH Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (y) by 1st Constitution and prior the Bank pursuant to the termination Sections 8.1(e) or 8.1(f) of this Agreement, an then RFH shall pay to 1st Constitution, within five (5) Business Days of such termination, by wire transfer of immediately available funds, the Termination Expenses; and (iii) (A) a bona fide Acquisition Proposal (whether or not conditional) shall have been made directly to RFH’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of Charter or has been made directly to its stockholders generally RFH or any Person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Charter member of RFH’s Board of Directors, and (AB) thereafter this Agreement is thereafter terminated (x) by either CenterState 1st Constitution and the Bank, on one hand, or Charter RFH, on the other hand, pursuant to Section 7.01(c8.1(d) because of this Agreement (if RFH Shareholder Approval has not theretofore been obtained after the Requisite Charter Stockholder Approval S-4 shall not have been obtained declared effective), or (y) by CenterState 1st Constitution and the Bank pursuant to Section 7.01(dSections 8.1(e) or Section 7.01(e8.1(f) and (B) prior to the date that is twelve (12) of this Agreement, then, if within 12 months after the date of such termination, Charter RFH or any of its Subsidiaries enters into any a definitive agreement with respect to, or consummates an Acquisition Transaction with respect to an a transaction contemplated by, any Acquisition Proposal (whether or which, in each case, need not be the same Acquisition Proposal as that referred shall have been made, publicly disclosed or communicated prior to abovetermination hereof), then Charter shallRFH shall pay 1st Constitution, on the earlier of the date it enters into such agreement and the date of consummation of such Acquisition Transactionexecution or consummation, pay CenterState a fee equal to the Maximum Amount less any Termination Fee, provided, that for purposes Expenses paid to 1st Constitution pursuant to clause (ii) of this Section 7.02(a)(ii)8.5. For purposes of clauses (ii) and (iii) of this Section 8.5, all the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.3(d)(i) of this Agreement except that references in the definition of Acquisition Transaction Section 5.3(d)(i) to “2025%” shall instead refer to be replaced by “50%”.” (b) If CenterState or Charter terminates this Agreement pursuant to Section 7.01(b) and the denial of the applicable Regulatory Approval by the applicable Governmental Authority is caused solely by CenterState and its Subsidiaries, CenterState shall, on the date of termination, pay to Charter the sum of $2,000,000 (the “Reverse Termination Fee”). The Reverse Termination Fee shall be paid to Charter in same-day funds. (c) Charter and CenterState each agree that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, CenterState would not enter into this Agreement; accordingly, if Charter fails promptly to pay any amounts due under this Section 7.02, Charter shall pay interest on such amounts from the date payment of such amounts were due to the date of actual payment at the rate of interest equal to the sum of (i) the rate of interest published from time to time in The Wall Street Journal, Eastern Edition (or any successor publication thereto), designated therein as the prime rate on the date such payment was due, plus (ii) 200 basis points, together with the costs and expenses of CenterState (including reasonable legal fees and expenses) in connection with such suit. (d) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that if a Party pays or causes to be paid to the other Party the Termination Fee in accordance with Section 7.02(a) or the Reverse Termination fee in accordance Section 7.02(b), as applicable, the Party paying such Termination Fee or Reverse Termination (or any successor in interest thereof) will not have any further obligations or liabilities to the other Party with respect to this Agreement or the transactions contemplated by this Agreement.