Common use of Termination Fees and Expenses Clause in Contracts

Termination Fees and Expenses. (a) The Company agrees that (i) in the event this Agreement is terminated by Parent pursuant to Section 9.01(d), or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), the Company shall pay the Termination Fee to Parent or its designee, but in any event within five (5) Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion); or (ii) in the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes of this Section 9.03(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) Parent agrees that in the event that this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in no event later than five(5) Business Days after the date of such termination, pay or cause to be paid to the Company or its designees the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). (c) Except as set forth in this Section 9.03, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Parent Termination Fee when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received.

Termination Fees and Expenses. (a) The Company agrees that: (i) in In the event this Agreement is terminated by the Company pursuant to Section 9.01(c)(iii), the Company shall pay the Termination Fee to Parent or its designee concurrently with or prior to such termination by wire transfer of same day funds to one or more accounts designated by Parent or its designee; (ii) In the event this Agreement is terminated by Parent pursuant to Section 9.01(d), or by the Company pursuant to Section 9.01(c)(iii9.01(d)(i) or Section 9.01(c)(iv9.01(d)(ii), the Company shall pay the Termination Fee to Parent or its designee, but in any event within five (5) two Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee designee; and (it being understood that iii) For the avoidance of doubt, in no event shall the Company be required obligated to pay the Termination Fee on more than one occasion); or (ii) in the event that (x) this Agreement is terminated by either Parent pay, or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes of this Section 9.03(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed cause to be references to “50%”)paid, the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) Parent agrees that in the event that this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in no event later than five(5) three Business Days after the date of such termination, pay or cause to be paid to the Company or its designees the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). (c) Except as set forth in this Section 9.03, all All Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Fee, Parent Termination Fee or any Expenses when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received.

Termination Fees and Expenses. (a) The Company agrees that (i) in the event If this Agreement is terminated by Parent Buyer pursuant to Section 9.01(d8.01(d), or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), then the Company shall pay to Buyer a sum of US$12,500,000 (the “Company Termination Fee to Parent or its designee, but in any event Fee”) by wire transfer of same-day funds within five (5) Business Days after two business days following the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion); or (ii) in the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes termination of this Section 9.03(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasionAgreement. (b) Parent agrees that in the event that If this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii8.01(f), then Parent the Company shall promptly, but in no event later than five(5pay to Buyer the Company Termination Fee by wire transfer of same-day funds within two business days following the date of such termination of this Agreement. (c) Business Days If (i) after the date of this Agreement but prior to the date of termination of this Agreement, an Acquisition Proposal shall have become publicly known and not withdrawn prior to the termination of this Agreement, (ii) thereafter, this Agreement is terminated (A) by Buyer or the Company pursuant to Section 8.01(b), or (B) by Buyer pursuant to Section 8.01(h) and (iii) within 12 months after such termination, the Company enters into a definitive agreement providing for any transaction contemplated by any Acquisition Proposal (regardless of when made) (which transaction is thereafter consummated) or consummates any Acquisition Proposal (regardless of when made), then, in any such case, the Company shall pay or cause to Buyer the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated. Solely for purposes of this Section 8.03(c), the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.01, except that all references to 25% therein shall be deemed to be paid references to 50%; provided that notwithstanding anything to the contrary in this Section 8.03(c), the Company Termination Fee shall not be payable if the Nonclearance Termination Fee is payable by Buyer to the Company pursuant to the terms of Section 8.03(h). (d) If this Agreement is terminated by the Company or its designees Buyer pursuant to Section 8.01(e), then Buyer shall pay to the Parent Company a sum of US$30,000,000 (a “Buyer Fee” and the “Buyer Termination Fee”) by wire transfer of same-day funds as promptly as reasonably practicable (and, in any event, within two business days following the date of termination of this Agreement). (e) If (i) this Agreement is terminated by the Company pursuant to Section 8.01(g) due to a Knowing and Material Breach of this Agreement by Buyer or Parent, (ii) all Offer Conditions (other than the conditions specified in clauses (ii) or (iii) of the first paragraph of Annex I) have been satisfied (or, with respect to certificates to be delivered at the Closing pursuant to Annex I, are capable of being satisfied upon the Closing), (iii) the conditions specified in clauses (ii) or (iii) of the first paragraph of Annex I have been satisfied or would have been satisfied but for the Knowing and Material Breach of Section 7.01 of this Agreement by Buyer or Parent, and (iv) the financing provided for by the Debt Financing Commitments (or any Alternative Financing) in an amount no less than US$430,000,000 has been funded, will be funded at the Closing if the Equity Financing is funded at the Closing, or would have been funded at the Closing but for the Knowing and Material Breach of Section 5.05 or Section 7.08 of this Agreement by Buyer or Parent, then Buyer shall pay to the Company the Nonclearance Termination Fee by wire transfer of same-day funds as promptly as reasonably practicable (and, in any event, within two business days following the date of termination of this Agreement). (f) If this Agreement is terminated by the Company pursuant to Section 8.01(g) due to a Knowing and Material Breach by Buyer or Parent in any circumstance where the Nonclearance Termination Fee is not payable, then Buyer shall pay to the Company the Buyer Termination Fee by wire transfer of same-day funds as promptly as reasonably practicable (and, in any event, within two business days following the date of termination of this Agreement). (g) If this Agreement is terminated by Buyer pursuant to Section 8.01(h) due to a Knowing and Material Breach of this Agreement by the Company, then the Company shall pay to Buyer the Company Termination Fee by wire transfer of same-day funds as promptly as reasonably practicable (and, in any event, within two business days following the date of termination of this Agreement). (h) If this Agreement is terminated by the Company or Buyer pursuant to Section 8.01(b) or Section 8.01(c)(ii), or by Buyer pursuant to Section 8.01(c)(i), and at the time of such termination (i) the conditions specified in clauses (ii) or (iii) of the first paragraph of Annex I hereto shall not have been satisfied, (ii) the conditions specified in clause (iv) of Annex I hereto (other than those set forth in clause (iv)(a)(i) and (iv)(a)(iii) and those conditions which by their terms can only be satisfied at the Closing itself but as to which there is no state of facts or circumstances that would reasonably be expected to cause a failure of such conditions as of the Closing) have been satisfied, (iii) there has been no failure of the Company to fulfill its obligations or to comply with its covenants and other agreements under Section 7.01 of this Agreement that has been a significant factor in the cause of, or resulted in, the failure to satisfy any of the conditions set forth in sub-clause (i) of this clause (h), then Buyer shall pay a termination fee equal to US$50,000,000 (a “Buyer Fee” and the “Nonclearance Termination Fee”) on or before the fifth business day following such termination by wire transfer of same day funds to an account designated in writing to Buyer by the Company at least two business days after such termination; provided that the Nonclearance Termination Fee shall only be payable upon a termination of this Agreement pursuant to Section 8.01(c)(i) by Buyer or Section 8.01(c)(ii) by Buyer or the Company to the extent that (it being understood that A) in the case of termination pursuant to Section 8.01(c)(i), the legal prohibition is based on applicable Antitrust Laws and such prohibition shall have become final and nonappealable or (B) in the case of termination pursuant to Section 8.01(c)(ii), any Governmental Authority shall have issued an order, decree or ruling enjoining or otherwise prohibiting the Offer pursuant to applicable Antitrust Laws, and such order, decree or ruling shall have become final and nonappealable. (i) No Company Termination Fee, Buyer Termination Fee, Nonclearance Termination Fee or monetary damages shall be payable by the Company, Buyer or Parent, as applicable, other than as explicitly required by Section 8.03(a) through Section 8.03(h) above, and in no event shall Parent (1) the Company be required to pay the Parent Company Termination Fee on more than one occasion); or (2) Buyer be required to pay a Buyer Fee on more than one occasion; or (3) Buyer be required to pay both the Buyer Termination Fee and the Nonclearance Termination Fee. (cj) Except as set forth Subject to Section 9.09 but notwithstanding anything else to the contrary in this Section 9.03Agreement or otherwise, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent acknowledge that (i) the agreements contained Company’s receipt of the Buyer Termination Fee or Nonclearance Termination Fee, as applicable, pursuant to Section 8.03(d), 8.03(e), 8.03(f) or 8.03(h) shall be the sole and exclusive remedy of the Company, its Subsidiaries, and their respective shareholders, directors, officers, employees, advisors and representatives against Buyer, Parent and any of their respective former, current, or future shareholders, controlling persons, managers, members, directors, officers, employees, assignees, subsidiaries, parents, affiliates, Financing Sources or agents or any former, current or future general or limited partners, stockholders, controlling persons, managers, members, directors, officers, employees, assignees, subsidiaries, parents, affiliates or agents of any of the foregoing (together, the “Buyer Representatives”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Section 9.03 are an integral part Agreement or the failure of the TransactionsOffer to be consummated, and upon payment of the Buyer Termination Fee or the Nonclearance Termination Fee, as applicable, by Buyer, none of Buyer, Parent or any Buyer Representative shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement, and (ii) Buyer’s receipt of the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the CompanyFee, as the case may be, for pursuant to Section 8.03(a), Section 8.03(b), Section 8.03(c) or Section 8.03(g) shall be the efforts sole and resources expended exclusive remedy of Buyer and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Parent Termination Fee when due, and, in order to obtain the payment, Parent or against the Company, its Subsidiaries and any of their respective former, current, or future shareholders, controlling persons, managers, members, directors, officers, employees, assignees, subsidiaries, parents, affiliates, or agents or any former, current or future general or limited partners, stockholders, controlling persons, managers, members, directors, officers, employees, assignees, subsidiaries, parents, affiliates or agents of any of the foregoing (together, the “Company Representatives”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or the case may be, commences an Action which results in a judgment against failure of the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required Offer to be made through consummated, and upon payment of such amounts, none of the date such payment is actually receivedCompany, its Subsidiaries or any Company Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement.

Termination Fees and Expenses. (a) The Company agrees thatIf this Agreement is terminated because: (i) the representations and warranties of Purchaser contained in Article III were not or are not accurate in all material respects as of the date hereof and as of the Closing Date as though restated on and as of such date (except in the event case of any representation or warranty that by its terms is made as of a date specified therein, which shall be accurate in all material respects as of such date); (ii) Purchaser shall have failed to perform and comply with, in all material respects, all agreements required by this Agreement is terminated to be performed or complied with by Parent pursuant it prior to Section 9.01(d), or by at the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), the Company shall pay the Termination Fee to Parent or its designee, but in any event within five (5) Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion)Closing; or (iiiii) Purchaser shall not have obtained the financing required to satisfy the condition set forth in the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after 6.1(h); then Purchaser shall, following such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes termination of this Section 9.03(a)Agreement, all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) Parent agrees that in the event that this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in no event later than five(5three business days following written notice thereof, pay Seller a termination fee in an amount of Two Million Dollars ($2,000,000). (b) Business Days after If this Agreement is terminated: (i) because the representations and warranties of Seller contained in Article II were not or are not accurate in all material respects as of the date hereof and as of the Closing Date as though restated on and as of such terminationdate (except in the case of any representation or warranty that by its terms is made as of a date specified therein, pay or cause which shall be accurate in all material respects as of such date); (ii) because Seller shall have failed to perform and comply with, in all material respects, all agreements required by this Agreement to be paid performed or complied with by it prior to or at the Company Closing; or (iii) by Seller pursuant to Sections 7.1(b) (only upon a failure to satisfy the conditions under Section 6.2(f)), 7.1(c), or its designees 7.1(f) (but only if the Parent Termination Fee merger contemplated by wire transfer the Merger Agreement shall not have occurred); then Seller shall, following such termination of same day funds (it being understood that this Agreement, promptly, but in no event shall Parent be required later than three business days following written notice thereof, together with reasonable supporting documentation, reimburse Purchaser the fees and expenses incurred by Purchaser in connection with its consideration of the transactions contemplated by this Agreement, up to pay the Parent Termination Fee on more than one occasiona maximum aggregate amount of One Million Dollars ($1,000,000). (c) Except as The payment by Purchaser of the amount set forth in this Section 9.03, all Expenses incurred in connection with 7.2(a) shall be Seller's exclusive remedy against Purchaser upon termination of this Agreement and other than for a willful breach of this Agreement by Purchaser. The payment by Seller of the Transactions amount set forth in Section 7.2(b) shall be paid Purchaser's exclusive remedy against Seller upon termination of this Agreement other than for a willful breach of this Agreement by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummatedSeller. (d) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of If this Agreement is terminated as permitted under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain Section 7.1 for any reason other than as set forth above in Sections 7.2(a) and incapable of accurate calculation and therefore7.2(b), the amounts payable pursuant such termination shall be without liability to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating any party to this Agreement and in reliance on this Agreement and on the expectation or any affiliate, shareholder, director, officer or representative of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Parent Termination Fee when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually receivedparty.

Termination Fees and Expenses. (a) The Company agrees that: (i) in In the event this Agreement is terminated by the Company pursuant to Section 9.01(c)(iii), the Company shall pay the Termination Fee to Parent or its designee concurrently with or prior to such termination by wire transfer of same day funds to one or more accounts designated by Parent or its designee; (ii) In the event this Agreement is terminated by Parent pursuant to Section 9.01(d), or by the Company pursuant to Section 9.01(c)(iii9.01(d)(i) or Section 9.01(c)(iv9.01(d)(ii), the Company shall pay the Termination Fee to Parent or its designee, but in any event within five three (53) Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion); ordesignee; (iiiii) in In the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and ), (y) within twelve at any time between the date hereof and the time of such termination of this Agreement a third party shall have (121) months after solely in the case of termination pursuant to Section 9.01(b)(i), communicated to the Company Board or any committee thereof, including the Special Committee, or (2) in the case of termination pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii), publicly disclosed or made known, in each case, a bona fide Competing Transaction, and (z) prior to the first (1st) anniversary of such terminationtermination of this Agreement, the Company consummates a any Competing Transaction or enters into a definitive any letter of intent, agreement in principle, acquisition agreement or other similar agreement for a any Competing Transaction, then the Company shall, on the date such Competing Transaction (provided that for purposes of this Section 9.03(a)is consummated or terminated in accordance with its terms, all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five designee; and (5iv) Business Days following For the consummation avoidance of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Termination Fee on more than one occasion. (b) Parent agrees that in the event that this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in no event later than five(5three (3) Business Days after the date of such termination, pay or cause to be paid to the Company or its designees the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). (c) In the event that either party shall terminate this Agreement pursuant to (i) Section 9.01(b)(i) and the Effective Time shall not have occurred by the End Date as a result of any applicable regulatory requirement (including any required approval or clearance of any Governmental Authority) having not been satisfied by such date due to any actions or inactions on the part of Parent, Merger Sub or any of their Affiliates, or (ii) Section 9.01(b)(ii) and the Restraint at issue was pursued or imposed by a regulatory agency whose approval or clearance is required to consummate the Merger due to any actions or inactions on the part of Parent, Merger Sub or any of their Affiliates, then Parent shall pay the Company or its designee by wire transfer of same day funds, as promptly as possible (but in any event within three (3) Business Days) following the delivery by the Company of any invoice(s) therefor, all Expenses incurred by the Company, including the Special Committee, in connection with the Transactions, up to a maximum amount equal to US$1,000,000. (d) Except as set forth in this Section 9.03, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (de) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Fee, Parent Termination Fee or any Expenses when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) % plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received.

Termination Fees and Expenses. (a) The Company agrees thatshall pay or cause to be paid to Parent the Company Termination Fee if any of the following occur: (i) in this Agreement is terminated by the event Company pursuant to Section 7.1(d) (Superior Proposal); (ii) this Agreement is terminated by Parent pursuant to Section 9.01(d7.1(e) (Change in Recommendation), ; or (iii) (A) either Parent or by the Company terminates this Agreement pursuant to Section 9.01(c)(iii7.1(f) or Section 9.01(c)(iv(Company Stockholder Approval),(B) an Acquisition Proposal (provided that for purposes of this clause (iii), all references to “25%” in the Company shall pay the Termination Fee definition of “Acquisition Proposal” will be deemed to Parent or its designee, but in any event within five (5be references to “50%”) Business Days made by a Third Party that is reasonably capable of consummating such Acquisition Proposal has been publicly disclosed after the date of this Agreement and prior to the date of such termination and has not been withdrawn prior to the Outside Date, and (C) within twelve (12) months after such termination, the Company and/or its Subsidiaries consummate any Acquisition Proposal. (b) Any Company Termination Fee due under this Section 7.2 shall be paid to the appropriate party by wire transfer of same same-day funds on the second (2nd) Business Day immediately following the date of termination of this Agreement, except that any Company Termination Fee payable pursuant to one or more accounts designated by Parent or its designee Section 7.1(d) and Section 7.2(a)(i) shall be paid concurrently with such termination (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion); or (ii) in the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes of this Section 9.03(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) Parent agrees that in the event that this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in no event later than five(5) Business Days after the date of such termination, pay or cause to be paid to the Company or its designees the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). (c) Except as set forth in this Section 9.03, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent parties hereto acknowledge that (i) the agreements contained in this Section 9.03 7.2 are an integral part of the Transactions, and that without these agreements, the parties would not enter into this Agreement, and (ii) the damages resulting from termination of this Agreement under circumstances where a Company Termination Fee or Parent Termination Fee is payable are uncertain Fee, if, as and incapable of accurate calculation and therefore, the amounts payable when required to be paid pursuant to this Section 9.03 are 7.2, shall not constitute a penalty but rather constitute will be liquidated damages damages, in a reasonable amount that will compensate the Parent or in the Company, as the case may be, circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the TransactionsMerger, and (iii) without which amount would otherwise be impossible to calculate with precision. Accordingly, if the agreements contained in Company fails to promptly pay the amounts due pursuant to this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Parent Termination Fee when due, 7.2 and, in order to obtain the such payment, Parent or the Company, as the case may be, commences an Action which a suit that results in a judgment against the other party Company for such paymentany amounts due pursuant to this Section 7.2, such paying party the Company shall pay the other party to Parent its reasonably and its affiliates’ out-of-pocket, documented costs and expenses (including reasonable legal fees and expensesattorneys’ fees) in connection with such Actionsuit, together with interest on such the amount of any unpaid fee, cost or expense at the annual publicly announced prime rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on Citibank, N.A. from the date such payment fee, cost or expense was required to be paid to (but excluding) the payment date (collectively, “Termination Fee Collection Costs”); provided that in no event shall the Company be required to pay Termination Fee Collection Costs in an aggregate amount exceeding $2,000,000. (d) Notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub breaches or fails to perform hereunder (whether willfully (including a Willful and Material Breach), intentionally, unintentionally or otherwise), then the sole and exclusive remedy of the Company, its affiliates and each of its and its affiliates’ respective direct or indirect current, former or future shareholders, partners, members, officers, directors, managers and employees, and their respective assignees (collectively, the “Company Related Parties”), whether at law, in equity, in contract, in tort or otherwise, against any of Parent, Merger Sub, any of their respective affiliates, any of their and their affiliates’ respective direct or indirect current, former or future shareholders, partners, members, officers, directors, managers and employees, and their respective assignees (collectively, the “Parent Related Parties”) for any breach, loss, Liability or damage in connection with this Agreement, any other agreements and instruments contemplated hereby, or the Transactions (and the termination of this Agreement or any matter forming the basis for such termination) shall be the Company’s right (i) to specific performance if and to the extent permitted by Section 9.11 (Specific Performance), (ii) to terminate this Agreement in accordance with and subject to the terms of Section 7.1, and (iii) to seek recovery of damages incurred or suffered as a result of a Willful and Material Breach of, or Fraud with respect to, any of Parent’s representations, warranties, covenants or other agreements set forth in this Agreement where such Willful and Material Breach or Fraud is the principal cause of a condition contained in Section 6.1 or Section 6.2 to (x) be incapable of being satisfied by the Outside Date or (y) if capable of being satisfied by the Outside Date, to not have been satisfied by the Outside Date. Except as expressly contemplated hereby, Parent will not (nor will any other Parent Related Party) have any other liability or obligation to the Company or any other Company Related Party relating to or arising out of this Agreement or any other agreement or instrument contemplated hereby, or in respect of any other document or theory of law or equity or in respect of any oral representations made through or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the date contrary herein, (x) this Section 7.2(d) shall not relieve Parent from any Liability for any breaches of the Confidentiality Agreement and (y) it is agreed and understood that, notwithstanding anything herein to the contrary, the Company shall be entitled, under all circumstances, to pursue claims for both (1) specific performance or other injunctive or equitable relief under Section 9.11 (Specific Performance) as well as (2) monetary damages hereunder, but shall not be entitled to receive both an award of monetary damages, on the one hand, and specific performance or other injunctive or equitable relief, on the other hand. (e) Notwithstanding anything to the contrary in this Agreement, if the Company breaches or fails to perform hereunder (whether willfully (including a Willful and Material Breach), intentionally, unintentionally or otherwise), then the sole and exclusive remedy of Parent and the Parent Related Parties, whether at law, in equity, in contract, in tort or otherwise, against any of the Company or the Company Related Parties for any breach, loss or damage in connection with this Agreement, any other agreements or instruments contemplated hereby, or the Transactions (and the termination of this Agreement or any matter forming the basis for such termination) shall be Parent’s right (i) to specific performance if and to the extent permitted by Section 9.11 (Specific Performance), (ii) to terminate this Agreement in accordance with and subject to the terms of Section 7.1 and receive payment of the Company Termination Fee, if applicable, plus the Termination Fee Collection Costs, if any, and (iii) to seek recovery of damages incurred or suffered as a result of a Willful and Material Breach of, or Fraud with respect to, any of the Company’s representations, warranties, covenants or other agreements set forth in this Agreement where such Willful and Material Breach or Fraud is actually receivedthe principal cause of a condition contained in Section 6.1 or Section 6.3 to (x) be incapable of being satisfied by the Outside Date or (y) if capable of being satisfied by the Outside Date, to not have been satisfied by the Outside Date. In the event that Company Termination Fee is paid to Parent in accordance with Section 7.2(b), then the sole and exclusive remedy of Parent and the Parent Related Parties, whether at law, in equity, in contract, in tort or otherwise, against any of the Company or the Company Related Parties for any breach, loss or damage in connection with this Agreement, any other agreement or instrument contemplated hereby, or the Transactions (and the termination of this Agreement or any matter forming the basis for such termination) shall be as set forth in clause (ii) of the immediately preceding sentence. Except as expressly contemplated hereby, the Company will not (nor will any other Company Related Party) have any other liability or obligation to Parent or any other Parent Related Party relating to or arising out of this Agreement or any other agreement or instrument contemplated hereby, or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. Notwithstanding anything to the contrary herein, (x) this Section 7.2(e) shall not relieve the Company from any Liability for any breaches of the Confidentiality Agreement and (y) it is agreed and understood that, notwithstanding anything herein to the contrary, Parent shall be entitled, under all circumstances, to pursue claims for both (1) specific performance or other injunctive or equitable relief under Section 9.11 (Specific Performance) as well as (2) any Company Termination Fee or monetary damages hereunder, but shall not be entitled to receive both an award of monetary damages or the Company Termination Fee on the one hand, and specific performance or other injunctive or equitable relief, on the other hand.

Termination Fees and Expenses. (a) The If a Company agrees that (i) in the event this Agreement is terminated by Parent pursuant to Section 9.01(d), or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv)Payment Event occurs, the Company shall pay the Termination Fee to Parent or its designee, but in any event within five (5) Business Days after the date of such termination, by wire transfer of same day funds immediately available funds) simultaneously with the occurrence of such Company Payment Event, the sum of (i) a fee equal to one or more accounts designated by Parent or its designee $3,100,000 (it being understood that in no event shall the Company be required to pay the “Termination Fee on more than one occasion); or (ii) in the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iiiFee”) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes of this Section 9.03(aii), all references unless previously paid, Parent’s reasonable out-of-pocket expenses incurred since January 15, 2012 not to exceed $2,000,000 (the “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%Parent Expenses”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) Parent agrees that in the event that If this Agreement is terminated by the Company or Parent pursuant to Section 9.01(c)(i10.01(b)(i), by the Company or Parent pursuant to Section 10.01(b)(iii) or by Parent pursuant to Section 9.01(c)(ii10.01(c)(iii), then Parent shall promptly, but in no event later than five(5) Business Days after the date of such termination, pay or cause to be paid to the Company or its designees the shall pay Parent Termination Fee (by wire transfer of same day funds (it being understood immediately available funds) simultaneously with the occurrence of such event the Parent Expenses; provided, however, that Parent shall in no event shall Parent be required entitled to pay the Parent Termination Fee Expenses under this Section 10.03(b) if this Agreement is terminated pursuant to Section 10.01(b)(i) due to failure of the conditions set forth in Sections 9.01(b) or (c) to have been satisfied on more than one occasion)or prior to the End Date. (c) Except as set forth in this Section 9.03If a Parent Payment Event occurs, all Expenses Parent shall pay the Company (by wire transfer of immediately available funds) simultaneously with the occurrence of such Parent Payment Event, the sum of (i) a fee equal to $3,100,000 (the “Financing Termination Fee”) and (ii), unless previously paid, the Company’s reasonable out-of-pocket expenses incurred in connection with this Agreement and since January 15, 2012 not to exceed $2,000,000 (the Transactions shall be paid by the party incurring such “Company Expenses, whether or not the Merger or any other Transaction is consummated”). (d) The Company and Parent acknowledge acknowledges that (i) the agreements contained in this Section 9.03 10.03 are an integral part of the Transactions, (ii) the damages resulting from termination of transactions contemplated by this Agreement under circumstances where a and that, without these agreements, Parent and Merger Subsidiary would not enter into this Agreement. Notwithstanding anything to the contrary in this Agreement, the Company acknowledges and agrees on behalf of itself and its Affiliates that (i) neither the Termination Fee or nor the Parent Termination Fee is payable Expenses are uncertain and incapable of accurate calculation and thereforea penalty, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will to compensate Parent or and Merger Subsidiary (in the Company, as circumstances in which the case may be, Termination Fee and/or Parent Expenses are payable) for the efforts and resources expended and opportunities foregone opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the TransactionsAgreement, which amount would otherwise be impossible to calculate with precision, and (iiiii) without in the event that the Financing Termination Fee and the Company Expenses become payable and are paid by Parent pursuant to this Section 10.03, the right to receive the Financing Termination Fee and Company Expenses shall constitute each of the Company’s and each of its Affiliates’ and Representatives’ sole and exclusive remedy. (e) Parent and Merger Subsidiary acknowledge that the agreements contained in this Section 9.0310.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties Company would not have entered enter into this Agreement. In Notwithstanding anything to the contrary in this Agreement, each of Parent and Merger Subsidiary acknowledges and agrees on behalf of itself and its Affiliates that (i) neither the Financing Termination Fee nor the Company Expenses are a penalty, but rather constitute liquidated damages in a reasonable amount to compensate the Company (in the circumstances in which the Financing Termination Fee and/or the Company Expenses are payable) for the efforts and resources expended and opportunity forgone while negotiating this Agreement, which amount would otherwise be impossible to calculate with precision, and (ii) in the event that any party shall fail to pay the Termination Fee or and Parent Expenses become payable and are paid by the Company pursuant to this Section 10.03, the right to receive the Termination Fee when due, and, in order to obtain the payment, and Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party Expenses shall pay the other party its reasonably documented costs constitute each of Parent’s and expenses (including reasonable legal fees Merger Subsidiary’s and expenses) in connection with such Action, together with interest on such amount at the annual rate each of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually receivedtheir Affiliates’ and Representatives’ sole and exclusive remedy.

Termination Fees and Expenses. (a) The Company agrees that (i) in the event If this Agreement is terminated by Parent pursuant to Section 9.01(d8.1(e), or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), then the Company shall pay to Parent the Termination Fee to Parent or its designee, but in any event by wire transfer of same-day funds within five (5) two Business Days after following the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion); or (ii) in the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes termination of this Section 9.03(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasionAgreement. (b) Parent agrees that in the event that If this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii8.1(f), then the Company shall pay Parent shall promptlythe Termination Fee by wire transfer of same-day funds, but in no event later than five(5concurrently with, and as a condition to the effectiveness of, such termination of this Agreement. (c) Business Days If after the Agreement Date and prior to the termination of this Agreement, a Takeover Proposal has been made by any Person or group and thereafter: (i) (A) this Agreement is terminated (1) by Parent or the Company pursuant to Section 8.1(b)(iii) or (2) by Parent pursuant to Section 8.1(c) and (B) within 12 months after such termination, the Company and any Person or group (or its Affiliate) who made such a Takeover Proposal enter into a definitive agreement providing for a transaction that would constitute a Takeover Proposal (which transaction is thereafter consummated), the Company shall pay to Parent the Termination Fee by wire transfer of same-day funds on the date such transaction is consummated; or (ii) (A) this Agreement is terminated by Parent or Company pursuant to Section 8.1(b)(i), (B) at the time of such termination, pay or cause to be paid all of the conditions to the Merger set forth in Article VII other than under Section 7.1(b) have been satisfied, and (C) within 12 months after such termination, the Company and any Person or group (or its designees Affiliate) who made such a Takeover Proposal enter into a definitive agreement providing for a transaction that would constitute a Takeover Proposal (which transaction is thereafter consummated), then the Company shall reimburse Parent Termination Fee for all Transaction Expenses incurred by Parent, Merger Sub or their Affiliates up to the date of termination in an amount not to exceed $2,900,000.00 by payment to Parent of the amount thereof by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). (c) Except as set forth in this Section 9.03promptly as reasonably practicable, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the any event that any party shall fail to pay the Termination Fee or Parent Termination Fee when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually receivedwithin two Business Days following request therefor.

Termination Fees and Expenses. (a) The Company agrees that: (i) in In the event this Agreement is terminated by Parent pursuant to Section 9.01(d), 9.01(d)(i) or Section 9.01(d)(ii) or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), the Company shall pay the Termination Fee to Parent or its designee, but in any event within five no later than two (52) Business Days after the date of such termination, by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion); ordesignee; (ii) in In the event that (x) this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) ), and (y) after the date of this Agreement and within twelve (12) months after such terminationof the termination of this Agreement, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction is consummated (provided that for purposes of this Section 9.03(a9.03(a)(ii), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”), then the Company shall shall, on the date such Competing Transaction is consummated, pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five designee; (5iii) Business Days following For the consummation avoidance of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Termination Fee on more than one occasion. (b) Parent agrees that in the event that this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in any event no event later than five(5two (2) Business Days after the date of such termination, pay or cause to be paid to the Company or its designees the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). (c) Except as set forth in this Section 9.03, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Parent Termination Fee when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received.

Termination Fees and Expenses. (a) The Company agrees that (i) in In the event that this Agreement is terminated (i) by Parent Buyer pursuant to Section 9.01(d9.01(a) and (ii) at the time of such termination, all of the conditions set forth Section 6.02 have been satisfied or validly waived, other any conditions which by their nature are to be satisfied at the Closing (but provided that such conditions described in this clause (ii) would be capable of being satisfied if the Closing were to take place on the date of such termination), or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), the Company shall pay the Termination Fee to Parent or its designeethen promptly, but in any event within five (5) Business Days after the date of such termination, Seller and the Shareholder (jointly and severally) shall pay or cause to be paid to Buyer by wire transfer of same day immediately available funds to one or more accounts an account(s) designated by Parent or its designee Buyer an amount not to exceed $200,000 (it being understood that such amount, the “Buyer Termination Fee”) equal to Buyer’s out-of-pocket costs and expenses incurred in no event shall the Company be required to pay the Termination Fee on more than one occasion); or (ii) in the event that connection with (x) this Agreement is terminated by either Parent or its due diligence investigation of the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and the Business, (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes documentation and negotiation of this Section 9.03(a), all references to “20%” in Agreement and the definition of “Competing Transaction” shall be deemed to be references to “50%”), Ancillary Documents and (z) the Company shall pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following the attempted consummation of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasiontransactions contemplated hereby and thereby. (b) Parent agrees that in In the event that this Agreement is terminated (i) by Seller or the Company Shareholder pursuant to Section 9.01(c)(i9.01(b) and (ii) at the time of such termination, all of the conditions set forth Section 6.01 have been satisfied or Section 9.01(c)(iivalidly waived, other any conditions which by their nature are to be satisfied at the Closing (but provided that such conditions described in this clause (ii) would be capable of being satisfied if the Closing were to take place on the date of such termination), then Parent shall promptly, but in no any event later than five(5within five (5) Business Days after the date of such termination, Buyer shall pay or cause to be paid to the Company or its designees the Parent Termination Fee Seller by wire transfer of same day immediately available funds to an account(s) designated by Seller an amount not to exceed $200,000 (it being understood that such amount, the “Seller Termination Fee”) equal to Seller’s and the Shareholder’s out-of-pocket costs and expenses incurred in no event shall Parent be required to pay connection with (x) the Parent Termination Fee on more than one occasion)documentation and negotiation of this Agreement and the Ancillary Documents and (y) the attempted consummation of the transactions contemplated hereby and thereby. (c) Except as set forth in this Section 9.03, all Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummated. (d) The Company and Parent acknowledge that (i) the agreements contained Nothing in this Section 9.03 are an integral part shall restrict the entitlement of any party hereto to seek and obtain specific performance prior to the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and thereforeAgreement, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages nor any remedy in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Parent Termination Fee when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such paymenthereto’s Fraud, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Actiongross negligence, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually receivedor criminal or willful misconduct.

Termination Fees and Expenses. (a) The Company agrees that: (i) in the event If this Agreement is terminated by Parent pursuant to Section 9.01(d), or by the Company pursuant to Section 9.01(c)(iii) or Section 9.01(c)(iv), the Company shall pay the Termination Fee to Parent or its designee, but in any event designee within five (5) Business Days after the date of such termination, termination by wire transfer of same day funds to one or more accounts designated by Parent or its designee (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion)designee; orand (ii) in the event that (x) If this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) and (y) within twelve (12) months after such termination, the Company consummates a Competing Transaction or enters into a definitive agreement for a Competing Transaction (provided that for purposes of this Section 9.03(a), all references to “20%” in the definition of “Competing Transaction” shall be deemed to be references to “50%”9.01(d), the Company shall shall, within five Business Days after the date of such termination, pay the Termination Fee to Parent or its designee by wire transfer of same day funds to one or more accounts designated by Parent or its designee within five (5) Business Days following designee; For the consummation avoidance of such Competing Transaction or the entry by the Company into such definitive agreement for such Competing Transaction; it being understood that doubt, in no event shall the Company be required obligated to pay pay, or cause to be paid, the Termination Fee on more than one occasion. (b) Parent agrees that in the event that if this Agreement is terminated by the Company pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall promptly, but in no event later than five(5) within five Business Days after the date of following such termination, pay or cause to be paid to the Company or its designees the Parent Termination Fee by wire transfer of same day funds (it being understood funds; provided that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion, and provided further that nothing in this Section 9.03(b) shall limit the rights of the Company under Section 10.06(c). (c) Except If (i) Parent shall terminate this Agreement pursuant to Section 9.01(d) or (ii) this Agreement is terminated by the Company pursuant to Section 9.01(c)(iii), then in any such event the Company shall pay Parent or its designee by wire transfer of same day funds, as set forth promptly as possible (but in this Section 9.03any event within three Business Days) following the delivery by Parent of an invoice therefor, all Expenses incurred by Parent, Merger Sub and their respective Affiliates in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses, whether or not the Merger or any other Transaction is consummatedup to a maximum amount equal to US$500,000. (d) If the Company shall terminate this Agreement pursuant to Section 9.01(c)(i) or Section 9.01(c)(ii), then Parent shall pay the Company or its designee by wire transfer of same day funds, as promptly as possible (but in any event within three Business Days) following the delivery by the Company of an invoice therefor, all Expenses incurred by the Company and its Affiliates in connection with the Transactions up to a maximum amount equal to US$500,000. (e) The Company and Parent acknowledge that (i) the agreements contained in this Section 9.03 are an integral part of the Transactions, (ii) the damages resulting from termination of this Agreement under circumstances where a Termination Fee or Parent Termination Fee is payable are uncertain and incapable of accurate calculation and therefore, the amounts payable pursuant to Section 9.03 are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, and (iii) without the agreements contained in this Section 9.03, the Parties would not have entered into this Agreement. In the event that any party shall fail to pay the Termination Fee or Fee, Parent Termination Fee or any Expenses when due, and, in order to obtain the payment, Parent or the Company, as the case may be, commences an Action which results in a judgment against the other party for such payment, such paying party shall pay the other party its reasonably documented costs and expenses (including reasonable legal fees and expenses) in connection with such Action, together with interest on such amount at the annual rate of five percent (5%) plus the prime rate as published in the Wall Street Journal in effect on the date such payment was required to be made through the date such payment is actually received.