Common use of Termination Fee; Expenses Clause in Contracts

Termination Fee; Expenses. In the event that: (a) this Agreement is terminated by the Parent pursuant to Section 8.01(h) of this Agreement , then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of $11,845,000 (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated (1) by Company or Parent pursuant to Section 8.01 (g) or (h), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent, upon the such execution, by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05.

Termination Fee; Expenses. In the event that(a) If this Agreement is terminated: (ai) this Agreement is terminated by the Parent pursuant to Section 8.01(h7.1(g) in the event of this Agreement , then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of $11,845,000 an Adverse Recommendation Change; or (the “Termination Fee”); ii) (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated (1x) by the Company or Parent pursuant to Section 8.01 7.1(d)(i) hereof, (gy) a Company Takeover Proposal shall have been publicly announced or shall have become publicly known and shall not have been publicly withdrawn by a date that is at least fifteen (h), or (215) by Business Days prior to the Parent under Section 8.01(e) or (f) due to a willful breach by Company Stockholders’ Meeting and (Bz) within twelve (12) months following such of 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 account designated by Parent) in immediately available funds in the case of clause (i), within two (2) Business Days of such termination, or, in the case of clause (ii), upon the earlier of the entry into a definitive agreement with respect to a the transactions contemplated by such Company Acquisition ProposalTakeover Proposal and the consummation of such transactions. (b) If this Agreement is terminated by (A) either Parent or the Company pursuant to Section 7.1(c) in connection with any injunction, order, decree or ruling relating to gaming, antitrust or related Laws or any related consents or approvals, including the Gaming Approvals or (B) either Parent or the Company pursuant to Section 7.1(b) and at the time of such termination, any of the conditions set forth in Section 6.1(b), Section 6.1(e) or Section 6.1(h) shall not have been satisfied and the conditions in Section 6.1(a)(i), Section 6.1(f), Section 6.3(a), Section 6.3(b), Section 6.3(c) and Section 6.3(d) have been satisfied or are capable of being satisfied at or prior to the Closing, then the Company Parent shall pay to Parent, upon the Company promptly (but in any event no later than the second Business Day after such execution, by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (B) of this Section 8.05(btermination), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except Parent Termination Fee; provided that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall not be reimbursed by obligated to pay such fee if the Company for all other out-of-pocket expenses incurred by Parent in connection primary cause of such termination was an adverse suitability finding under Gaming Laws with enforcing its rights respect to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05OpCo Business.

Termination Fee; Expenses. In the event that: (a) Except as set forth in this Section 9.05, all Expenses incurred in connection with this Agreement is terminated and the Merger shall be paid by the party incurring such Expenses, whether or not the Merger is consummated, except that Parent pursuant to Section 8.01(h) of this Agreement , then the 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 Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Proxy Statement and any fees required to Parent, immediately upon such termination, by wire transfer of immediately available funds, be paid under the sum of $11,845,000 (the “Termination Fee”);HSR Act. (b) a In the event that (i) Parent shall terminate this Agreement pursuant to Section 9.01(d), (ii) Parent shall terminate this Agreement pursuant to Section 9.01(f), (iii) Company Acquisition Proposal (whether or not conditionalshall terminate this Agreement pursuant to Section 9.01(h) or intention (iv) this Agreement shall be terminated pursuant to make an Company Acquisition Proposal (whether Section 9.01(b) or not conditionalpursuant to Section 9.01(e) 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 as a result of the failure to obtain the Company or any member Shareholder Approval and, in the case of the Company’s Board of Directorsthis clause (iv), (A) this Agreement is thereafter terminated (1) by Company at or Parent pursuant prior to Section 8.01 (g) such termination, there shall exist or (h), or (2) by the Parent under Section 8.01(e) or (f) due have been publicly proposed a Competing Transaction with respect to a willful breach by Company and (B) within twelve (12) 12 months following after such termination the termination, Company enters shall enter into a definitive agreement with respect to a any Competing Transaction or any Competing Transaction involving Company Acquisition Proposalshall be consummated, then then, in the case of (x) clauses (i) or (ii), promptly after such termination, (y) in the case of clause (iii) prior to such termination or (z) in the case of clause (iv), immediately before the execution and delivery of such agreement or such consummation, as applicable, Company shall pay to Parent, upon Parent (the such execution, by wire transfer of immediately available funds, the "Termination Fee") a sum equal to all of Parent's Expenses (payable promptly upon receipt of a written statement thereof from Parent) and an additional amount equal to $6,500,000. For purposes In the event of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) termination of this Agreement except that references in by Company pursuant to Section 5.03(e)(i) 9.01(g), Parent shall pay to “25%” shall be replaced by “50%”Company an amount equal to all of Company's Expenses (payable promptly upon receipt of a written statement thereof from Company). (c) Parent and Company agree that the agreements contained in Section 9.05(b) above are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement or the Shareholders Agreements. Accordingly, if Company fails to pay to Parent any amounts due under Section 9.05(b), Company shall be reimbursed by pay the Company for all other out-of-pocket fees and expenses incurred by Parent (including legal fees and expenses) in connection with enforcing its rights any action, including the filing of any lawsuit of other legal action, taken to collect payment, together with interest on such amounts at the Termination Fee. The amounts payable prime rate of Citibank, N.A. in effect on the date such payment was required to be made. (d) In the event that the Company properly terminates this Agreement pursuant to this Section 8.05 constitute liquidated 9.01(g), in addition to any other claims for damages and not a penalty and or expenses the Company may commence against Parent or one of its Affiliates, Parent shall be specifically obligated to reimburse Company for the sole monetary remedy termination fee due from Company to DoubleClick, not to exceed $8.6 million, if such termination fee has not already been paid by Parent or one of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05its Affiliates.

Termination Fee; Expenses. In (a) If this Agreement is validly terminated by Buyer pursuant to Section 7.1(g), Company shall pay to Buyer the event that:Termination Fee, by wire transfer (to an account designated in writing by Buyer) in immediately available funds within three business days after the date of termination of this Agreement. (ab) If (i) this Agreement is validly terminated by the Parent (A) either Buyer or Company pursuant to Section 8.01(h7.1(d), (B) Buyer pursuant to Section 7.1(f) or (C) either Buyer or Company pursuant to Section 7.1(b), (ii) at any time after the date of this Agreement and (A) prior to the Scheme Meeting, then in the case of a termination pursuant to Section 7.1(d) or (B) prior to the termination of this Agreement, in the case of a termination pursuant to Sections 7.1(b) or (f), an Acquisition Proposal shall have been made publicly or shall have otherwise become publicly known, and (iii) within 12 months after such termination, Company shall have entered into a definitive agreement with respect to any Acquisition Proposal, or shall have consummated any Acquisition Proposal, then, in any such event, Company shall pay to ParentBuyer the Termination Fee, immediately upon such terminationpayment to be made within three business days from the earlier of the entry into a definitive agreement with respect to such Acquisition Proposal or the consummation of such Acquisition Proposal, by wire transfer of immediately available funds, the sum of $11,845,000 (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated (1) by Company or Parent pursuant to Section 8.01 (g) or (h), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent, upon the such execution, by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (B) the purpose of this Section 8.05(b7.3(b), all references in the definition of the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) Proposal to “2520%” shall will be replaced by deemed to be references to “50%”. (c) Parent shall If this Agreement is validly terminated by Company or Buyer pursuant to Section 7.1(i), then Company shall, substantially concurrently with such termination pay, or cause to be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights paid, to Buyer the Termination Fee. The amounts payable pursuant Fee by wire transfer (to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent an account designated by Buyer) in the event of a termination of this Agreement in the circumstances specified in this Section 8.05immediately available funds.

Termination Fee; Expenses. In the event that: (ai) this Agreement is terminated by the Company pursuant to Section 8.1(g) of this Agreement or by Parent pursuant to Section 8.01(h8.1(h) of this Agreement Agreement, then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of (x) $11,845,000 2,950,000 (the “Termination Fee”) and (y) 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 in such expenses (the “Termination Expenses”), provided, however that the sum of the Termination Fee and the Termination Expenses shall not exceed $3,275,000 (the “Maximum Amount”); (bii) a Company (A) an Acquisition Proposal (whether or not conditional) or intention to make an Company 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, Directors and (AB) this Agreement is thereafter terminated (1x) by the Company or Parent pursuant to Section 8.01 (gSections 8.1(c) or 8.1(d)(i) of this Agreement (hif the Company Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (2y) by the Parent under Section 8.01(epursuant to Sections 8.1(e) or (f8.1(f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposalof this Agreement, then the Company shall pay to Parent, immediately upon the such executiontermination, by wire transfer of immediately available funds, the Termination FeeExpenses; and (iii) (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)(i) 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 that shall have been made, publicly disclosed or communicated prior to termination hereof), then the Company shall pay Parent, on the earlier of the date of such execution or consummation, a fee equal to the Maximum Amount less any Termination Expenses paid to Parent pursuant to clause (ii) of this Section 8.5. For purposes of this clause clauses (Bii) and (iii) of this Section 8.05(b)8.5, the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i5.3(e)(i) of this Agreement except that references in Section 5.03(e)(i5.3(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05.

Termination Fee; Expenses. In the event that: (ai) this Agreement is terminated by the Company pursuant to Section 8.1(g) of this Agreement or by Parent pursuant to Section 8.01(h8.1(i) of this Agreement Agreement, then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of (x) $11,845,000 10,000,000 (the “Termination Fee”) and (y) 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 $500,000 in such expenses (the “Parent’s Termination Expenses”); (bii) this Agreement is terminated by Parent pursuant to Section 8.1(h) of this Agreement or by the Company pursuant to Section 8.1(j) of this Agreement, then Parent shall pay to the Company, immediately upon such termination, by wire transfer of immediately available funds, the sum of (x) the Termination Fee and (y) the dollar amount of out-of-pocket expenses incurred by the Company in connection with the transactions contemplated by this Agreement (as certified by the Company upon receipt of Parent’s notice of termination or delivery of the Company’s notice of termination, whichever is applicable), up to $500,000 in such expenses (the “Company’s Termination Expenses”). (iii) (A) a Company Acquisition Proposal (whether or not conditional) or intention to make an a Company 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, Directors and (AB) this Agreement is thereafter terminated (1x) by the Company or Parent pursuant to Section 8.01 (gSections 8.1(c) or 8.1(d)(i) of this Agreement (hif the Company Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (2y) by the Parent under Section 8.01(epursuant to Sections 8.1(e) or (f8.1(f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposalof this Agreement, then the Company shall pay to Parent, immediately upon the such executiontermination, by wire transfer of immediately available funds, the Parent’s Termination FeeExpenses; (iv) (A) a Parent Acquisition Proposal (whether or not conditional) or intention to make a Parent Acquisition Proposal (whether or not conditional) shall have been made directly to Parent’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of Parent or any member of the Parent’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)(ii) of this Agreement (if the Parent Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (y) by the Company pursuant to Sections 8.1(e) or 8.1(f) of this Agreement, then Parent shall pay to the Company, immediately upon such termination, by wire transfer of immediately available funds, the Company’s Termination Expenses; (v) (A) a Company Acquisition Proposal (whether or not conditional) or intention to make a Company 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 Section 8.1(d)(i) 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 Company Acquisition Proposal (which, in each case, need not be the same Company Acquisition Proposal that shall have been made, publicly disclosed or communicated prior to termination hereof), then the Company shall pay Parent the Termination Fee on the earlier of the date of such execution or consummation; or (vi) (A) a Parent Acquisition Proposal (whether or not conditional) or intention to make a Parent Acquisition Proposal (whether or not conditional) shall have been made directly to Parent’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of Parent or any member of the Parent’s Board of Directors and (B) this Agreement is thereafter terminated (x) by the Company or Parent pursuant to Section 8.1(d)(ii) of this Agreement (if the Parent Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (y) by the Company pursuant to Sections 8.1(e) or 8.1(f) of this Agreement, then, if within 12 months after such termination, Parent or any of its Subsidiaries enters into a definitive agreement with respect to, or consummates a transaction contemplated by, any Parent Acquisition Proposal (which, in each case, need not be the same Parent Acquisition Proposal that shall have been made, publicly disclosed or communicated prior to termination hereof), then Parent shall pay the Company the Termination Fee on the earlier of the date of such execution or consummation. For purposes of this clause clauses (Biii) and (v) of this Section 8.05(b)8.5, the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i5.3(h)(i)(A) of this Agreement except that references in Section 5.03(e)(i5.3(h)(i)(A) to “2515%” shall be replaced by “50%”. . For purposes of clauses (civ) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to and (vi) of this Section 8.05 constitute liquidated damages and not a penalty and 8.5, the term “Parent Acquisition Proposal” shall be have the sole monetary remedy of Parent meaning ascribed thereto in the event of a termination Section 5.3(h)(i)(B) of this Agreement except that references in the circumstances specified in this Section 8.055.3(h)(i)(B) to “15%” shall be replaced by “50%.”

Termination Fee; Expenses. (a) Except as provided in Section 10.6(b), 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 the event that: that (ai) an Alternative Proposal shall have been made known to Company or shall have been made directly to its shareholders generally or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Proposal and thereafter this Agreement is terminated either pursuant to Section 10.1(c), Section 10.1(d) (provided Parent terminates due to Company or Company Subsidiary breach) or 10.1(g), and such Alternative Proposal (whether or not modified after it was first made) is consummated within one year after such termination, or (ii) this Agreement is terminated by the Parent pursuant to Section 8.01(h10.1(e) (other than as a result of this Agreement , a Change in Company Recommendation resulting from the occurrence of a Parent Material Adverse Effect and the election of Parent not to pay 100% of the Merger Consideration in cash) then the Company shall pay to Parent, immediately upon Parent on the date of such termination, by wire transfer or in the case of immediately available fundssub clause (i) upon the earlier of entering into an agreement providing for an Alternative Transaction and consummation of an Alternative Transaction, a termination fee in the sum amount of $11,845,000 15,000,000 (the “Termination Fee”); (b. Company acknowledges that the agreements contained in this Section 10.6(b) a Company Acquisition Proposal (whether or not conditional) or intention to make are an Company 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 integral part of the Company or any member of the Company’s Board of Directors, (A) transactions contemplated by this Agreement is thereafter terminated (1) by Company or and that, without these agreements, Parent pursuant to Section 8.01 (g) or (h), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters Merger Sub would not enter into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent, upon the such execution, by wire transfer of immediately available funds, the Termination Feethis Agreement. For purposes of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” The fee arrangement contemplated hereby shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable paid pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy 10.6(b) regardless of any alleged breach by Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05its obligations hereunder.

Termination Fee; Expenses. (a) Except as otherwise provided in this Section 7.3 (or otherwise as expressly provided in this Agreement) and except for (i) the filing fee under the HSR Act and any fees for similar filings or notices under foreign Laws or regulations and (ii) the expenses in connection with printing and mailing the Joint Proxy Statement required in connection with the actions specified in Section 5.3(a) and the Form S-4 (which such fees and expenses 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 and expenses 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 the event that: (a) that this Agreement is terminated by the Company pursuant to Section 7.1(c)(i) or Section 7.1(c)(ii), then Parent shall pay to the Company a fee in the amount of $163,000,000 (the “Parent Termination Fee”) on the second Business Day following the date of such termination. (c) In the event that this Agreement is terminated by Parent pursuant to Section 8.01(h7.1(d)(i) of this Agreement or Section 7.1(d)(ii), then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, Parent a fee in the sum amount of $11,845,000 141,000,000 (the “Company Termination Fee”);) on the second Business Day following the date of such termination. (bd) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company Acquisition Proposal (whether or not conditional) shall have been made directly to In 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, (A) event that this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 8.01 (g) or (h7.1(b)(iv), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent a fee in the amount of $43,000,000 (the “Company No-Vote Fee”) (i) concurrently with such termination (in the case of termination by the Company) or (ii) on the second Business Day following the date of such termination (in the case of termination by Parent). (e) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii), upon then Parent shall pay to the Company a fee in the amount of $43,000,000 (the “Parent No-Vote Fee”) (i) concurrently with such executiontermination (in the case of termination by Parent) or (ii) on the second Business Day following the date of such termination (in the case of termination by the Company). (f) In the event that after the date hereof, (i) a Takeover Proposal with respect to Parent shall have been publicly disclosed, announced or otherwise made public by wire transfer any Person (other than the Company or any of immediately available fundsits Affiliates) (a “Parent Takeover Proposal”), (ii) this Agreement is terminated pursuant to (y) Section 7.1(b)(iii) or (z) Section 7.1(c)(iii) (if, in the Termination Fee. For purposes case of this clause (B) of this Section 8.05(bz), the term breach giving rise to such termination was a Willful Breach) and at the time of such termination the Parent 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), Parent enters into any definitive agreement providing for any transaction contemplated by any Parent Takeover Proposal (regardless of when made and whether or not the same Parent 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 Parent Takeover Proposal (regardless of when made and whether or not the same Parent Takeover Proposal referred to in the preceding clause (i)), then Parent shall pay to the Company the Parent Termination Fee, less the amount, if any, of the Parent No-Vote Fee previously paid by Parent to the Company, concurrently with the occurrence of the consummation of any Parent Takeover Proposal referred to in the preceding clause (iii); provided, however, that for purposes of the definition of “Company Acquisition Takeover Proposal” shall have the meaning ascribed thereto in this Section 5.03(e)(i) of this Agreement except that 7.3(f), references in Section 5.03(e)(i) to “2520%” shall be replaced by “50%.”. (cg) In the event that after the date hereof, (i) a Takeover Proposal with respect to the Company 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 (y) Section 7.1(b)(iv) or (z) Section 7.1(d)(iii) (if, in the case of this clause (z), the breach giving rise to such termination 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 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 and whether or not the same Company Takeover Proposal referred to in the preceding clause (i)), then the Company shall be reimbursed pay to Parent the Company Termination Fee, less the amount, if any, of the Company No-Vote Fee previously paid by the Company to Parent, concurrently with the occurrence of the consummation of any Company Takeover Proposal referred to in the preceding clause (iii); provided, however, that for all other out-of-pocket expenses incurred purposes of the definition of “Takeover Proposal” in this Section 7.3(g), references to “20%” shall be replaced by “50%.” (h) The Parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement; accordingly, if either the Company or Parent in connection with enforcing its rights fails promptly to the Termination Fee. The amounts payable pay any amount due pursuant to this Section 8.05 constitute liquidated damages 7.3, and, in order to obtain such payment, the Company or Parent, as applicable, commences a suit that results in a judgment against the Company or Parent, as applicable, for any amount due pursuant to this Section 7.3, the non-prevailing Party that is required to pay such any such fee shall pay the prevailing Party entitled to receive such fee its costs and not a penalty expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. 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 or the sole monetary remedy of Company, as applicable. In no event shall a (i) Company Termination Fee or Company No-Vote Fee be payable more than once or (ii) Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05Termination Fee or Parent No-Vote Fee be payable more than once.

Termination Fee; Expenses. In (a) Notwithstanding any provision in this Agreement to the contrary, in the event that: that (ai) this Agreement is terminated by the Company pursuant to Section 6.1(d)(i), (ii) this Agreement is terminated by Parent pursuant to Section 8.01(h6.1(c)(i), (iii) this Agreement is terminated by Parent pursuant to Section 6.1(c)(iv) and within 1 year of termination of this Agreement, the Company consummates an Acquisition Proposal, (iv) an Acquisition 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 an Acquisition Proposal and thereafter this Agreement is terminated pursuant to Section 6.1(b)(i) and such Acquisition Proposal (whether or not modified after it was first made) is consummated within 1 year of such termination, or (v) this Agreement is terminated by Parent pursuant to Section 6.1(c)(ii)(A) because the Company has breached any of its covenants set forth in Section 4.4(a) or Section 4.4(b) hereof, then the Company shall pay to ParentParent (x) in the case of clauses (i), immediately (ii) or (v) of this Section 6.3(a), upon the date of termination, or (y) in the case of clauses (iii) or (iv) of this Section 6.3(a), upon such terminationconsummation, a fee of $2,680,000.00 (the “Termination Fee”) by wire transfer of immediately available funds, the sum of $11,845,000 (the “Termination Fee”);. (b) a Company Acquisition Proposal (whether or not conditional) or intention In the event that the Termination Fee is due and payable to make an Company 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, (A) this Agreement is thereafter terminated (1) by Company or Parent pursuant to the circumstances set forth in Section 8.01 (g) or (h6.3(a), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent, upon Parent an amount equal to the such execution, by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other documented out-of-pocket expenses incurred by Parent and Merger Sub in connection with enforcing its rights this Agreement and the Transactions contemplated hereby within 10 business days after receiving Parent’s demand therefor, supported by reasonable documentation; provided, that the aggregate amount due and payable to the Termination Fee. The amounts payable Parent pursuant to Section 6.3(a) and this Section 8.05 constitute liquidated damages and 6.3(b) shall not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified exceed $3,080,000.00. (c) Except as provided in this Section 8.056.3, all fees and expenses incurred by the parties hereto shall be borne by the party incurring such expenses. For the avoidance of doubt, the costs of preparing, printing and mailing the Proxy Statement shall be borne by the Company. (d) The Company acknowledges that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. The Termination Fee and any reimbursement of any expenses pursuant to Section 6.3(b) shall be due and payable to parent in accordance with this Section 6.3 regardless of any alleged breach by Parent or Merger Sub of their respective obligations hereunder.

Termination Fee; Expenses. (a) Except as otherwise provided in this Section 7.3 (or otherwise as expressly provided in this Agreement) and except for (i) the filing fee under the HSR Act and any fees for similar filings or notices under foreign Laws or regulations and (ii) the expenses in connection with printing and mailing the Joint Proxy Statement required in connection with the actions specified in Section 5.3(a) and the Form S-4 (which such 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. (b) In the event that: (a) that this Agreement is terminated by (i) the Company pursuant to Section 7.1(c)(i)(A) following a Parent Adverse Recommendation Change in response to a Parent Intervening Event, then Parent shall pay to the Company a fee in the amount of $402,000,000 (the “Parent Non-Superior Proposal Termination Fee”) on the second Business Day following the date of such termination, (ii) by (A) the Company pursuant to Section 7.1(c)(i) pursuant to clause (B), (C) or (D) thereof or pursuant to clause (A) thereof following a Parent Adverse Recommendation Change in connection with a Superior Proposal or (B) the Company pursuant to Section 7.1(c)(ii), then, in either case, Parent shall pay to the Company a fee in the amount of $302,000,000 (the “Lower Parent Superior Proposal Termination Fee”) if, in the case of the preceding clause (ii)(A), such termination or, in the case of the preceding clause (ii)(B), such Willful Breach, occurs on or prior to 5:30 pm New York time on August 17, 2015 (the “Applicable Time”) or in the amount of $367,000,000 (the “Higher Parent Superior Proposal Termination Fee”) if, in the case of the preceding clause (ii)(A), such termination or, in the case of the preceding clause (ii)(B), such Willful Breach, occurs subsequent to the Applicable Time, in either case on the second Business Day following the date of such termination; or (iii) by Parent pursuant to Section 8.01(h) 7.1(d)(iv), then Parent shall pay to the Company the Lower Parent Superior Proposal Termination Fee if such termination occurs on or prior to Applicable Time or the Higher Parent Superior Proposal Termination Fee if such termination occurs subsequent to Applicable Time, in either case concurrently with, and as a condition to, the effectiveness of, the termination of this Agreement. (c) In the event that this Agreement is terminated by (i) Parent pursuant to Section 7.1(d)(i)(A) following a Company Adverse Recommendation Change in response to a Company Intervening Event, then the Company shall pay to Parent, immediately upon Parent a fee in the amount of $251,000,000 (the “Company Non-Superior Proposal Termination Fee”) on the second Business Day following the date of such termination, (ii) by wire transfer of immediately available funds, the sum of $11,845,000 (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated (1) by Company or Parent pursuant to Section 8.01 7.1(d)(i) pursuant to clause (gB), (C) or (hD) thereof or pursuant to clause (A) thereof following a Company Adverse Recommendation Change in connection with a Superior Proposal or (B) Parent pursuant to Section 7.1(d)(ii), then, in either case, the Company shall pay to Parent a fee in the amount of $188,000,000 (the “Lower Company Superior Proposal Termination Fee”) if, in the case of the preceding clause (ii)(A), such termination or, in the case of the preceding clause (ii)(B), such Willful Breach, occurs on or prior to Applicable Time or in the amount of $229,000,000 (the “Higher Company Superior Proposal Termination Fee”) if, in the case of the preceding clause (ii)(A), such termination or, in the case of the preceding clause (ii)(B), such Willful Breach, occurs subsequent to Applicable Time, in either case on the second Business Day following the date of such termination; or (2iii) by the Parent under Company pursuant to Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal7.1(c)(iv), then the Company shall pay to ParentParent the Lower Company Superior Proposal Termination Fee if such termination occurs on or prior to Applicable Time or the Higher Company Superior Proposal Termination Fee if such termination occurs subsequent to Applicable Time, upon the such executionin either case concurrently with, by wire transfer of immediately available fundsand as a condition to, the Termination effectiveness of, the termination of this Agreement. (d) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iv), then the Company shall pay to Parent a fee in the amount of $63,000,000 (the “Company No-Vote Fee. For purposes ”) (i) concurrently with such termination (in the case of termination by the Company) or (ii) on the second Business Day following the date of such termination (in the case of termination by Parent). (e) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii), then Parent shall pay to the Company a fee in the amount of $101,000,000 (the “Parent No-Vote Fee”) (i) concurrently with such termination (in the case of termination by Parent) or (ii) on the second Business Day following the date of such termination (in the case of termination by the Company). (f) In the event that after the date hereof, (i) a Takeover Proposal with respect to Parent shall have been publicly disclosed, announced or otherwise made public by any Person (other than the Company or any of its Affiliates) (a “Parent Takeover Proposal”), (ii) this Agreement is terminated pursuant to (y) Section 7.1(b)(iii) or (z) Section 7.1(c)(iii) (if, in the case of this clause (B) of this Section 8.05(bz), the term breach giving rise to such termination was a Willful Breach) and at the time of such termination the Parent 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), Parent enters into any definitive agreement providing for any transaction contemplated by any Parent Takeover Proposal (regardless of when made and whether or not the same Parent 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 Parent Takeover Proposal (regardless of when made and whether or not the same Parent Takeover Proposal referred to in the preceding clause (i)), then Parent shall pay to the Company the Higher Parent Superior Proposal Termination Fee, less the amount, if any, of the Parent No-Vote Fee previously paid by Parent to the Company, concurrently with the occurrence of the consummation of any Parent Takeover Proposal referred to in the preceding clause (iii); provided, however, that for purposes of the definition of “Company Acquisition Takeover Proposal” shall have the meaning ascribed thereto in this Section 5.03(e)(i) of this Agreement except that 7.3(f), references in Section 5.03(e)(i) to “2515%” shall be replaced by “50%.” (g) In the event that after the date hereof, (i) a Takeover Proposal with respect to the Company 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 (y) Section 7.1(b)(iv) or (z) Section 7.1(d)(iii) (if, in the case of this clause (z), the breach giving rise to such termination 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 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 and whether or not the same Company Takeover Proposal referred to in the preceding clause (i)), then the Company shall pay to Parent the Higher Company Superior Proposal Termination Fee, less the amount, if any, of the Company No-Vote Fee previously paid by the Company to Parent, 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 7.3(g), references to “15%” shall be replaced by “50%.” (h) In the event that the Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(i) (solely to the extent the Order giving rise to such termination right relates to applicable U.S. federal antitrust Laws) or Section 7.1(b)(ii), and, at the time of such termination, (i) the conditions in Section 6.1(e)(i) shall not have been satisfied and (ii) all of the other conditions set forth in Section 6.1 (other than Section 6.1(c) (solely to the extent the Order giving rise to the failure of such condition relates to applicable U.S. federal antitrust Laws)) and the conditions set forth in Section 6.2 (other than Section 6.2(d)(i) (solely to the extent the Proceeding giving rise to the failure of such condition was brought under applicable U.S. federal antitrust Laws)) have been satisfied (or in the case of conditions that by their nature are to be satisfied at the Closing are capable of being satisfied if the Closing were to occur on the date of such termination), then Parent shall pay to the Company a fee in the amount of $250,000,000 (the “Parent Regulatory Fee”) to the Company within two (2) Business Days following the date of such termination. (ci) Parent shall be reimbursed The Parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement; accordingly, if either the Company for all other out-of-pocket expenses incurred by or Parent in connection with enforcing its rights fails promptly to the Termination Fee. The amounts payable pay any amount due pursuant to this Section 8.05 constitute liquidated damages 7.3, and, in order to obtain such payment, the Company or Parent, as applicable, commences a suit that results in a judgment against the Company or Parent, as applicable, for any amount pursuant to this Section 7.3, the non-prevailing Party that is required to pay such any such fee shall pay the prevailing Party entitled to receive such fee its costs and not a penalty expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount due pursuant to this Section 7.3 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. 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 or the sole monetary remedy of Company, as applicable. In no event shall (i) (A) the Company be required to pay the Lower Company Superior Proposal Termination Fee, Higher Company Superior Proposal Termination Fee or Company Non-Superior Proposal Termination Fee (each, a “Company Termination Fee” and together, the “Company Termination Fees”) if a Company Termination Fee has already been paid, or (B) a Company Termination Fee or Company No-Vote Fee be payable more than once, or (ii) (A) the Parent in be required to pay the event of Lower Parent Superior Proposal Termination Fee, Higher Parent Superior Proposal Termination Fee or the Parent Non-Superior Proposal Termination Fee (each a termination of this Agreement in “Parent Termination Fee” and together the circumstances specified in this Section 8.05“Parent Termination Fees”) if a Parent Termination Fee has already been paid, or (B) a Parent Termination Fee or Parent No-Vote Fee be payable more than once.

Termination Fee; Expenses. 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 the event that: that (aA) 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 this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 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 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 8.01(h7.1(d)(ii), or (ii) of this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to ParentParent (in the case of a termination pursuant to Section 7.1(c)(ii), immediately upon prior to or simultaneously with such termination, by wire transfer or in the case of immediately available fundsa termination pursuant to Section 7.1(d)(ii), the sum of $11,845,000 (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated later than one (1) by Company business day after such termination, or Parent in the case of a termination pursuant to Section 8.01 (g7.1(b)(ii) or (h7.1(b)(iii), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent, upon the consummation of such execution, by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (BTakeover Proposal) of this Section 8.05(b), the term “Company Acquisition Proposal” a termination fee equal to $10 million in cash and shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other reimburse Parent's out-of-pocket expenses incurred by Parent in connection with enforcing its rights expenses, including attorneys' fees, related to this Agreement and the Termination Feetransactions contemplated hereby. The amounts payable fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 8.05 constitute liquidated damages and not 7.3 regardless of any alleged breach, other than a penalty and 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 sole monetary remedy Company of Parent in the event of a termination any breach of this Agreement by Parent or Purchaser or of any rights of the Company in the circumstances specified in this Section 8.05respect thereof.

Termination Fee; Expenses. (a) In the event that: that (ax) this Agreement is terminated by after the Parent pursuant date hereof and prior to Section 8.01(h) obtaining the Shareholder Approval (or prior to the termination of this Agreement if there has been no Shareholders’ Meeting), then a Takeover Proposal shall have been made to the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of $11,845,000 (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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 generally and, in each case, shall not have been irrevocably withdrawn prior to termination of the Company’s Board of Directorsthis Agreement, (Ay) thereafter this Agreement is thereafter terminated (1by Parent or the Company pursuant to Section 7.01(b)(i) or Section 7.01(b)(iii) or by Company or Parent pursuant to Section 8.01 (g) or (h7.01(c)(i), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (Bz) within twelve (12) months following after such termination termination, the Company consummates a transaction that constitutes a Takeover Proposal or enters into a definitive agreement an Acquisition Agreement with respect to a Company Acquisition Proposalany Takeover Proposal (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated or publicly disclosed) (provided that for purposes of this sentence references to twenty percent (20%) in the definition of Takeover Proposal shall be deemed to be references to fifty percent (50%)), then the Company shall pay Parent a fee equal to $873,000 (the “Termination Fee”) by wire transfer of same-day funds on the second (2nd) Business Day following the consummation of such transaction. (b) In the event that this Agreement is terminated by Parent pursuant to Sections 7.01(c)(ii), then the Company shall pay Parent a fee equal to the Termination Fee by wire transfer of same-day funds on the second (2nd) Business Day following such termination. (c) In the event that this Agreement is terminated by Parent pursuant to Section 7.01(c)(i) with respect to the Company’s breach of or failure to perform its obligations under Section 5.01 (Preparation of the Proxy Statement; Shareholders’ Meeting), then the Company shall pay Parent the Termination Fee by wire transfer of same-day funds on the second (2nd) Business Day following such termination. (d) In the event that this Agreement is terminated by the Company pursuant to Section 7.01(d)(ii), then the Company shall pay Parent the Termination Fee by wire transfer of same-day funds on the second (2nd) Business Day following such termination. (e) In the event that this Agreement is terminated by either Parent or the Company pursuant to Section 7.01(b)(iii), then the Company shall pay Parent the lesser of (A) $750,000 and (B) Parent’s documented out-of-pocket transaction fees and expenses actually incurred in connection with the proposed Transactions (including all attorneys’ fees and commitment fees to the extent that such commitment fees are non-refundable and are not credited or creditable against any future amounts) (such lesser amount, upon the such execution“Expense Reimbursement”), by wire transfer of immediately available fundssame-day funds on the second (2nd) business date after Parent provides the Company with appropriate documentation of such fees and expenses. (f) In the event that this Agreement is terminated pursuant to Section 7.01(d)(iii), then Parent shall pay the Company a fee equal to $1,746,000 (the “Parent Termination Fee”) by wire transfer of same-day funds on the second (2nd) Business Day following such termination. (g) The parties acknowledge and agree that the provisions for payment of the Termination Fee and the Parent Termination Fee are an integral part of the Transactions and are included herein in order to induce Parent and the Company, respectively, to enter into this Agreement and to reimburse Parent and the Company, respectively, for incurring the costs and expenses related to entering into this Agreement and consummating the Transactions. If either party fails to pay any amounts due under this Section 7.02 and the non-breaching party commences a suit which results in a final non-appealable judgment against the breaching party, for any such amounts or any portion thereof, then the breaching party shall pay the non-breaching party’s reasonable costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest on any such amounts at the prime rate (as published in The Wall Street Journal) in effect on the date such payment was required to be made through the date of payment. (h) The parties acknowledge that in no event shall (A) the Company be required to pay the applicable Termination Fee on more than one occasion, (B) the Company be required to pay the applicable Termination Fee and the Expense Reimbursement (except to the extent that the Expense Reimbursement is credited against the Termination Fee. For purposes of this clause ) or (BC) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have Parent be required to pay the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”applicable Parent Termination Fee on more than one occasion. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05.

Termination Fee; Expenses. In the event that: (a) Except as otherwise set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Amalgamation shall be paid by the party incurring such Expenses, whether or not the Amalgamation is consummated; provided that Parent and the Company shall each pay one-half of all expenses incurred solely for printing, filing and mailing the Proxy Statement and all SEC and all other regulatory filing fees incurred in connection with the Proxy Statement and any fees required to be paid under the HSR Act and any other applicable Antitrust Laws. (b) The Company agrees that if this Agreement is terminated by Parent or the Parent Company pursuant to Section 8.01(h9.01(d), 9.01(e), 9.01(f) (other than due to a breach of this Agreement a representation and warranty as provided therein) or 9.01(h) (as applicable), then the Company shall pay to Parent, immediately upon such terminationor as directed by Parent, a fee equal to four million five hundred thousand dollars ($4,500,000) (the ”Termination Fee”). The Termination Fee shall be paid by wire transfer of immediately available fundsfunds (i) in the case of a termination by the Company pursuant to Section 9.01(e) or 9.01(h), on the sum date of $11,845,000 such termination and (ii) in the “Termination Fee”case of a termination by Parent pursuant to Section 9.01(d) or 9.01(f);, no later than two (2) Business Days after it first becomes due. (bc) a The Company agrees that if (i) after the date of this Agreement and prior to any termination of this Agreement pursuant to Section 9.01, an Acquisition Proposal (whether by a third party has been made to the Company or not conditional) its Board of Directors, or intention to make an Company Acquisition Proposal (whether or not conditional) shall have has been made directly to the Company’s shareholders generally, or otherwise has been 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 Directorsannounced, and (Aii) thereafter this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 8.01 9.01(b) and within nine (g) or (h), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (129) months following such after the termination the Company enters shall consummate or enter into a definitive agreement an Acquisition Agreement with respect to a Company such Acquisition Proposal (for purposes of this Section 9.05 only, all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”) with such third party, then upon consummation of such Acquisition Proposal the Company shall pay to Parent, upon or as directed by Parent, a fee equal to four million five hundred thousand dollars ($4,500,000); provided, however, that such fee shall not be due and payable if, at the time of such executiontermination, any of the conditions set forth in Sections 8.01(b), (c) and (d) and 8.02 shall not have been met. The fee shall be paid by wire transfer of immediately available funds, funds no later than the Termination Fee. For purposes date of this clause (B) consummation of this Section 8.05(b), the term “Company such Acquisition Proposal” shall have . (d) The Company agrees that if (i) after the meaning ascribed thereto in Section 5.03(e)(i) date of this Agreement except that references in and prior to any termination of this Agreement pursuant to Section 5.03(e)(i9.01, an Acquisition Proposal by a third party has been made to the Company or its Board of Directors, or has been made directly to the Company’s shareholders generally, or has been publicly disclosed or announced, and (ii) thereafter this Agreement is terminated by Parent pursuant to “25%” Section 9.01(f) (solely with respect to a breach of a representation and warranty as provided therein) and within nine (9) months after the termination the Company shall consummate or enter into an Acquisition Agreement with respect to such Acquisition Proposal with such third party, then upon consummation of such Acquisition Proposal the Company shall pay to Parent, or as directed by Parent, a fee equal to four million five hundred thousand dollars ($4,500,000). The fee shall be replaced paid by “50%”wire transfer of immediately available funds no later than the date of consummation of such Acquisition Proposal. (ce) Parent shall be reimbursed by and the Company for all other out-of-pocket expenses incurred agree that the agreements contained in Sections 9.05(b), 9.05(c) and 9.05(d) are an integral part of the transaction contemplated by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 Agreement and constitute liquidated damages and not a penalty and that without those agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay to Parent any amount when due under Section 9.05(b), 9.05(c) or 9.05(d), the Company shall also pay to Parent its fees and expenses (including 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 amounts at the prime rate of JPMorgan Chase Bank in effect on the date such payment was required to be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05made.

Termination Fee; Expenses. Except as provided in this Section 7.3, 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: that (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 this Agreement is terminated either (a) pursuant to Sections 7.1(b)(ii), 7.1(c)(i), or 7.1(d)(i) or (b) pursuant to Section 7.1(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 the Parent pursuant to Section 8.01(h) of this Agreement 7.1(d)(ii), or is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent, immediately upon Parent on the date of such termination, by wire transfer or in the case of immediately available fundssubclause (i) upon such consummation, a termination fee equal to three percent (3%) of the sum of $11,845,000 Merger Consideration (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated (1) by Company or Parent pursuant to Section 8.01 (g) or (h), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent, upon the such execution, payable by wire transfer of immediately available same day funds, . The Company acknowledges that the Termination Fee. For purposes of this clause (B) of agreements contained in this Section 8.05(b), 7.3 are an integral part of the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of transactions contemplated by this Agreement except that references in Section 5.03(e)(i) to “25%” and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. The fee arrangement contemplated hereby shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable paid pursuant to this Section 8.05 constitute liquidated damages and not 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 penalty and shall be waiver by the sole monetary remedy Company of Parent in the event of a termination any breach of this Agreement by Parent or Merger Sub or of any rights of the Company in the circumstances specified in this Section 8.05respect thereof.

Termination Fee; Expenses. In the event that: (a) Except as otherwise set forth in this Section 9.05, all Expenses incurred in connection with this Agreement and the Amalgamation shall be paid by the party incurring such Expenses, whether or not the Amalgamation is consummated; provided that Parent and the Company shall each pay one-half of all expenses incurred solely for printing, filing and mailing the Proxy Statement and all SEC and all other regulatory filing fees incurred in connection with the Proxy Statement and any fees required to be paid under the HSR Act and any other applicable Antitrust Laws. (b) The Company agrees that if this Agreement is terminated by Parent or the Parent Company pursuant to Section 8.01(h9.01(d), 9.01(e), 9.01(f) (other than due to a breach of this Agreement a representation and warranty as provided therein) or 9.01(h) (as applicable), then the Company shall pay to Parent, immediately upon such terminationor as directed by Parent, by wire transfer of immediately available funds, the sum of a fee equal to four million five hundred thousand dollars ($11,845,000 4,500,000) (the “Termination Fee”);. The Termination Fee shall be paid by wire transfer of immediately available funds (i) in the case of a termination by the Company pursuant to Section 9.01(e) or 9.01(h), on the date of such termination and (ii) in the case of a termination by Parent pursuant to Section 9.01(d) or 9.01(f), no later than two (2) Business Days after it first becomes due. (bc) a The Company agrees that if (i) after the date of this Agreement and prior to any termination of this Agreement pursuant to Section 9.01, an Acquisition Proposal (whether by a third party has been made to the Company or not conditional) its Board of Directors, or intention to make an Company Acquisition Proposal (whether or not conditional) shall have has been made directly to the Company’s shareholders generally, or otherwise has been 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 Directorsannounced, and (Aii) thereafter this Agreement is thereafter terminated (1) by the Company or Parent pursuant to Section 8.01 9.01(b) and within nine (g) or (h), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (129) months following such after the termination the Company enters shall consummate or enter into a definitive agreement an Acquisition Agreement with respect to a Company such Acquisition Proposal (for purposes of this Section 9.05 only, all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”) with such third party, then upon consummation of such Acquisition Proposal the Company shall pay to Parent, upon or as directed by Parent, a fee equal to four million five hundred thousand dollars ($4,500,000); provided, however, that such fee shall not be due and payable if, at the time of such executiontermination, any of the conditions set forth in Sections 8.01(b), (c), and (d) and 8.02 shall not have been met. The fee shall be paid by wire transfer of immediately available funds, funds no later than the Termination Fee. For purposes date of this clause (B) consummation of this Section 8.05(b), the term “Company such Acquisition Proposal” shall have . (d) The Company agrees that if (i) after the meaning ascribed thereto in Section 5.03(e)(i) date of this Agreement except that references in and prior to any termination of this Agreement pursuant to Section 5.03(e)(i9.01, an Acquisition Proposal by a third party has been made to the Company or its Board of Directors, or has been made directly to the Company’s shareholders generally, or has been publicly disclosed or announced, and (ii) thereafter this Agreement is terminated by Parent pursuant to “25%” Section 9.01(f) (solely with respect to a breach of a representation and warranty as provided therein) and within nine (9) months after the termination the Company shall consummate or enter into an Acquisition Agreement with respect to such Acquisition Proposal with such third party, then upon consummation of such Acquisition Proposal the Company shall pay to Parent, or as directed by Parent, a fee equal to four million five hundred thousand dollars ($4,500,000). The fee shall be replaced paid by “50%”wire transfer of immediately available funds no later than the date of consummation of such Acquisition Proposal. (ce) Parent shall be reimbursed by and the Company for all other out-of-pocket expenses incurred agree that the agreements contained in Sections 9.05(b), 9.05(c) and 9.05(d) are an integral part of the transaction contemplated by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 Agreement and constitute liquidated damages and not a penalty and that without those agreements, Parent would not enter into this Agreement. Accordingly, if the Company fails to pay to Parent any amount when due under Section 9.05(b), 9.05(c) or 9.05(d), the Company shall also pay to Parent its fees and expenses (including 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 amounts at the prime rate of JPMorgan Chase Bank in effect on the date such payment was required to be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05made.

Termination Fee; Expenses. 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 the event that: that (aA) 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 this Agreement is terminated by the Company pursuant to Section 7.1(b)(iii) hereof or, if the Offer has remained open for at least 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 7.1(b)(ii) hereof, and in either such event such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 8.01(h7.1(d)(ii), or (ii) of this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to ParentParent (in the case of a termination pursuant to Section 7.1(c)(ii), immediately upon prior to or simultaneously with the termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, by wire transfer or in the case of immediately available funds, the sum of $11,845,000 (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated (1) by Company or Parent termination pursuant to Section 8.01 (g7.1(b)(ii) or (h7.1(b)(iii), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposal, then the Company shall pay to Parent, upon the consummation of such execution, by wire transfer of immediately available funds, Takeover Proposal) a termination fee equal to $15 million in cash. The fee arrangement contemplated hereby is the Termination Fee. For purposes of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” sole remedy hereunder and shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable paid pursuant to this Section 8.05 constitute liquidated damages and not 7.3 regardless of any alleged breach, other than a penalty and 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 sole monetary remedy Company of Parent in the event of a termination any breach of this Agreement by Parent or Purchaser or of any rights of the Company in the circumstances specified in this Section 8.05respect thereof.

Termination Fee; Expenses. (a) In the event that: (ai) this Agreement is terminated by the Company pursuant to Section 8.01(g) of this Agreement or by Parent pursuant to Section 8.01(h) of this Agreement Agreement, then the Company shall pay to Parent, Parent immediately upon such termination, by wire transfer of immediately available funds, the sum of $11,845,000 1,890,000 (the “Termination Fee”);; or (bii) a Company an Acquisition Proposal (whether or not conditional) or intention to make an Company 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, (A) this Agreement is thereafter terminated (1) by Company or Parent pursuant to Section 8.01 (g8.01(c) or (h), Section 8.01(d) of this Agreement or (2) by the Parent under pursuant to Section 8.01(e) or (fSection 8.01(f) due to a willful breach by Company of this Agreement, and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company an Acquisition Proposal, or consummates an Acquisition Transaction, then the Company shall pay to Parent, upon the first to occur of such executionexecution or consummation, by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (Bii) of this Section 8.05(b8.05(a), the term “Company Acquisition Proposal” and “Acquisition Transaction” shall have the meaning meanings ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”. (cb) Parent shall be reimbursed by the Company for all attorneys’ fees, costs and other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05.82

Termination Fee; Expenses. In the event that: (ai) this Agreement is terminated by the Company pursuant to Section 8.1(g) of this Agreement or by Parent pursuant to Section 8.01(h8.1(h) of this Agreement Agreement, then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of (x) $11,845,000 1,745,000 (the “Termination Fee”) and (y) 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 in such expenses (the “Termination Expenses”), provided, however that the sum of the Termination Fee and the Termination Expenses shall not exceed $2,070,000 (the “Maximum Amount”); (bii) a Company (A) an Acquisition Proposal (whether or not conditional) or intention to make an Company 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, Directors and (AB) this Agreement is thereafter terminated (1x) by the Company or Parent pursuant to Section 8.01 (gSections 8.1(c) or 8.1(d)(i) of this Agreement (hif the Company Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (2y) by the Parent under Section 8.01(epursuant to Sections 8.1(e) or (f8.1(f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposalof this Agreement, then the Company shall pay to Parent, immediately upon the such executiontermination, by wire transfer of immediately available funds, the Termination FeeExpenses; and (iii) (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)(i) 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 that shall have been made, publicly disclosed or communicated prior to termination hereof), then the Company shall pay Parent, on the earlier of the date of such execution or consummation, a fee equal to the Maximum Amount less any Termination Expenses paid to Parent pursuant to clause (ii) of this Section 8.5. For purposes of this clause clauses (Bii) and (iii) of this Section 8.05(b)8.5, the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i5.3(e)(i) of this Agreement except that references in Section 5.03(e)(i5.3(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05.

Termination Fee; Expenses. In the event that: (a) Except as otherwise provided in this Section 8.3 and except for (a) the Filing or similar fees in connection with obtaining any required approvals of Governmental Entities or third parties, (b) the expenses in connection with printing and mailing the Proxy/Consent Solicitation Statement, and (c) all SEC filing fees relating to the Transactions (which fees and expenses shall be borne, in the case of each of the foregoing clauses (a) through (c), by 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. Notwithstanding the foregoing, in the event that this Agreement is terminated by the Parent (other than pursuant to Section 8.01(h) of this Agreement 8.1(e)), then the Company shall pay to Parent, immediately upon within three (3) Business Days of the date of such termination, the amount of any costs and expenses of the type described in the first sentence of Section 6 of the Letter of Intent, dated as of April 20, 2016, by wire transfer and between Parent and the Company, that have been incurred by or on behalf of immediately available funds, Parent prior to the sum date of $11,845,000 (the “Termination Fee”);this Agreement. (b) In the event that (i) this Agreement is, or, at the time of a Company termination of this Agreement, could have been, terminated pursuant to Section 8.1(b)(ii) or Section 8.1(c) and (ii) prior to the termination of this Agreement, an Acquisition Proposal (whether or not conditionalsubstituting “fifty percent (50%)” for “twenty percent (20%)” in the definition of “Acquisition Proposal”) or intention to make an for the Company Acquisition Proposal (whether or not conditional) shall have been made directly to the Company’s shareholders is publicly disclosed, announced or otherwise publicly disclosed or otherwise communicated made public or made known to any member of senior management of the Company or any member of the Company’s Board of Directors(in each case, (A) this Agreement is thereafter terminated (1) other than by Company or Parent pursuant to Section 8.01 (g) or (hParent), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (Biii) the Company promptly rejects (including, if requested by Parent, by doing so publicly) any and all proposals made by, and any negotiations with, the party making such Acquisition Proposal, and (iv) the Company Board does not solicit Selling Stockholders to be in favor of such rejected Acquisition Proposal, and (v) if, within twelve (12) months following such termination termination, the Company enters into a definitive agreement providing for, and subsequently consummates, an Acquisition Proposal with respect to a Company such party that was rejected in clause (iii) (substituting “fifty percent (50%)” for “twenty percent (20%)” in the definition of “Acquisition Proposal,”), then the Company shall pay to Parent, upon Parent an amount equal to the such executionlesser of $12,000,000 or five percent (5%) of the Fair Market Value of the Company (the “Termination Fee”), by wire transfer of immediately available same day funds, simultaneously with the Termination Fee. For purposes consummation of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”any such transaction. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in In the event that (i) this Agreement is, or, at the time of a termination of this Agreement Agreement, could have been, terminated pursuant to Section 8.1(b)(ii) or Section 8.1(c), and (ii) prior to the termination of this Agreement, an Acquisition Proposal (substituting “fifty percent (50%)” for “twenty percent (20%)” in the circumstances specified definition of “Acquisition Proposal”) for the Company is publicly disclosed, announced or otherwise made public or made known to senior management of the Company (in each case, other than by Parent), and (iii) (A) the criteria in Section 8.3(b)(iii) above is not satisfied with respect to such Acquisition Proposal or (B) the Company Board solicits Selling Stockholders to be in favor of a rejected Acquisition Proposal, and (iv) if, within twelve (12) months following such termination, the Company enters into a definitive agreement providing for, and subsequently consummates, an Acquisition Proposal (substituting “fifty percent (50%)” for “twenty percent (20%)” in the definition of “Acquisition Proposal,” and whether or not it is the same Acquisition Proposal as referenced in clause (ii)), then the Company shall pay to Parent an amount equal to the Termination Fee, by wire transfer of same day funds, simultaneously with the consummation of any such transaction. (d) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(f), then the Company shall pay to Parent the Termination Fee within three (3) Business Days of the date of termination of this Agreement. (e) The parties acknowledge that the agreements contained in this Section 8.058.3 are an integral part of the Transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement. The payments contemplated hereby shall be paid pursuant to this Section 8.3 regardless of any alleged breach by the payee of its obligations hereunder; provided, that no payment pursuant to this Section 8.3 shall operate or be construed as a waiver by the party of any breach of this Agreement by the other party or of any rights of the party in respect thereof. Notwithstanding anything to the contrary in this Agreement, in no event shall the full amount of the Termination Fee be paid more than once by the Company.

Termination Fee; Expenses. In the event that(a) Termination Fee upon Breach or Withdrawal of Approval. If this Agreement is terminated at such time that this Agreement is terminable pursuant to one (but not both) of (x) Section 9.1(f)(i) or (ii) or (y) Section 9.1(g)(i) or (ii), then: (ai) the breaching party shall promptly (but not later than five business days after receipt of notice from the non-breaching party) pay to the non-breaching party in cash an amount equal to all documented out-of-pocket expenses and fees incurred by the non-breaching party (including, without limitation, fees and expenses payable to all legal, accounting, financial, public relations and other professional advisors arising out of, in connection with or related to the Merger or the transactions contemplated by this Agreement) not in excess of $5 million ("Expenses"); provided, however, that, if this Agreement is terminated by a party as a result of a willful breach by the other party, the non-breaching party may pursue any remedies available to it at law or in equity and shall, in addition to its out-of-pocket expenses (which shall be paid as specified above and shall not be limited to $5 million), be entitled to retain such additional amounts as such non-breaching party may be entitled to receive at law or in equity. (b) The Company shall pay Parent a fee of $17 million ("Termination Fee"), upon the termination of this Agreement by Parent or the Company pursuant to Section 9.1(c) or by the Company pursuant to Section 9.1(e) or by Parent pursuant to Section 8.01(h) 9.1(g)(iii); provided, however, that in the event of this Agreement , then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of $11,845,000 (the “Termination Fee”); (b) a Company Acquisition Proposal (whether or not conditionaltermination under either Section 9.1(c) or intention to make an Company 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 Section 9.1(g)(iii), no payment of the Company Termination Fee or any member Expenses shall be required unless and until within two years of the Company’s Board of Directors, (A) this Agreement is thereafter terminated (1) by Company or Parent pursuant to Section 8.01 (g) or (h), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition consummate or consummates an Alternative Proposal, then the Company shall pay to Parentand, upon the such execution, by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event case of a termination pursuant to Section 9.1(c), there shall have been made and not withdrawn at the time of this Agreement the Company Special Meeting an Alternative Proposal and, in the circumstances specified in this case of a termination pursuant to Section 8.059.1(g)(iii), there shall have been made and not withdrawn at the time of such termination an Alternative Proposal.

Termination Fee; Expenses. In the event that: (ai) this Agreement is terminated by the Parent Bank pursuant to Section 8.01(h8.1(g) of this Agreement or by Acquiror pursuant to Section 8.1(h) of this Agreement, then the Company Bank shall pay to ParentAcquiror, immediately upon such termination, by wire transfer of immediately available funds, the sum of $11,845,000 1,138,389 (the “Termination Fee”);. (bii) a Company (A) an Acquisition Proposal (whether or not conditional) or intention to make an Company Acquisition Proposal (whether or not conditional) shall have been made directly to the CompanyBank’s shareholders or otherwise publicly disclosed or otherwise communicated or made known to any member of senior management of the Company Bank or any member of the CompanyBank’s Board of Directors, Directors and (AB) this Agreement is thereafter terminated (1x) by Company the Bank or Parent Acquiror pursuant to Section 8.01 8.1(d)(i) of this Agreement (g) or (hif the Bank Shareholder Approval has not theretofore been obtained), or (2y) by the Parent under Section 8.01(eAcquiror pursuant to Sections 8.1(e) or (f8.1(f) due to a willful breach by Company and (B) of this Agreement, then, if within twelve (12) 12 months following after such termination termination, the Company Bank 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 that shall have been made, publicly disclosed or communicated prior to a Company Acquisition Proposaltermination hereof), then the Company Bank shall pay to ParentAcquiror, upon on the earlier of the date of such execution, by wire transfer of immediately available fundsexecution or consummation, the Termination Fee. For purposes of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05.

Termination Fee; Expenses. (a) In the event that: (a) that this Agreement is terminated (i) by the Parent pursuant to Section 8.01(h7.1(e)(x) of this Agreement , then due to a material breach by the Company shall pay to Parentof its obligations under Section 5.3(d) and, immediately upon if such termination, breach is of a nature that it may be cured by wire transfer of immediately available fundsthe Company, the sum of $11,845,000 Company does not cure such breach within 48 hours after such breach; (ii) pursuant to Section 7.1(f); (iii) pursuant to Section 7.1(g) or (iv) by Parent pursuant to Section 7.1(c) or 7.1(d) in the “Termination Fee”); event (bA) a Competing Transaction shall have been made known to the Company Acquisition Proposal (whether or not conditional) or intention to make an Company 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 stockholders of the Company generally or any member of the Company’s Board of Directorsperson shall have publicly announced its intention (whether or not conditional) to make a proposal for a Competing Transaction, (AB) the condition set forth in Section 6.1(a) is not satisfied or Parent has terminated this Agreement is thereafter terminated (1) by Company or Parent pursuant to Section 8.01 7.1(c) (g) but only if a vote to obtain the Requisite Company Vote or (hthe Company's Stockholder Meeting has not been held), or (2) by the Parent under Section 8.01(e) or (f) due to a willful breach by Company and (BC) within twelve (12) 12 months following of such termination termination, the Company enters into a definitive agreement with respect to to, or consummates, a Company Acquisition ProposalCompeting Transaction, then in any such event, the Company shall pay to ParentParent a termination fee equal to $3,000,000 in cash, plus the reimbursement of any and all Costs incurred by Parent and Merger Sub up to a maximum of $1,000,000. Except as set forth in Section 7.2, the fee and expense arrangements contemplated hereby are the sole remedies hereunder (other than equitable or injunctive relief under Section 8.8) 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, or, if earlier, upon the consummation of a Competing Transaction if such executionpayment is required pursuant to Section 7.3(a)(iv); provided, that any such payment required pursuant to Section 7.3(a)(iii) shall be made to Parent in accordance with the terms of Section 7.1(g) hereof. Any payment required to be made pursuant to paragraph (a) of this Section 7.3 shall be made to the Parent by wire transfer of immediately available funds, the Termination Fee. For purposes of this clause (B) of this Section 8.05(b), the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i) of this Agreement except that references in Section 5.03(e)(i) funds to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed an account designated by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable notice of demand for payment delivered pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.057.3(b).

Termination Fee; Expenses. In the event that: (ai) this Agreement is terminated by the Company pursuant to Section 8.1(g) of this Agreement or by Parent pursuant to Section 8.01(h8.1(h) of this Agreement Agreement, then the Company shall pay to Parent, immediately upon such termination, by wire transfer of immediately available funds, the sum of (x) $11,845,000 2,250,000 (the “Termination Fee”) and (y) 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 in such expenses (the “Termination Expenses”), provided, however that the sum of the Termination Fee and the Termination Expenses shall not exceed $2,575,000 (the “Maximum Amount”); (bii) a Company (A) an Acquisition Proposal (whether or not conditional) or intention to make an Company 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, Directors and (AB) this Agreement is thereafter terminated (1x) by the Company or Parent pursuant to Section 8.01 (gSections 8.1(c) or 8.1(d) of this Agreement (hif the Company Shareholder Approval has not theretofore been obtained after the S-4 shall have been declared effective), or (2y) by the Parent under Section 8.01(epursuant to Sections 8.1(e) or (f8.1(f) due to a willful breach by Company and (B) within twelve (12) months following such termination the Company enters into a definitive agreement with respect to a Company Acquisition Proposalof this Agreement, then the Company shall pay to Parent, immediately upon the such executiontermination, by wire transfer of immediately available funds, the Termination FeeExpenses; and (iii) (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 that shall have been made, publicly disclosed or communicated prior to termination hereof), then the Company shall pay Parent, on the earlier of the date of such execution or consummation, a fee equal to the Maximum Amount less any Termination Expenses paid to Parent pursuant to clause (ii) of this Section 8.5. For purposes of this clause clauses (Bii) and (iii) of this Section 8.05(b)8.5, the term “Company Acquisition Proposal” shall have the meaning ascribed thereto in Section 5.03(e)(i5.3(e)(i) of this Agreement except that references in Section 5.03(e)(i5.3(e)(i) to “25%” shall be replaced by “50%”. (c) Parent shall be reimbursed by the Company for all other out-of-pocket expenses incurred by Parent in connection with enforcing its rights to the Termination Fee. The amounts payable pursuant to this Section 8.05 constitute liquidated damages and not a penalty and shall be the sole monetary remedy of Parent in the event of a termination of this Agreement in the circumstances specified in this Section 8.05.