Common use of Termination Fees Clause in Contracts

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In Section 9.2(b) of the event that Agreement is hereby amended to read in its entirety as follows: " (b) If this Agreement is terminated: (i) by Parent the Acquiror pursuant to Section 7.1(d)(iclause (i) or of Subsection 9.1(i) hereof (except if circumstances exist that would allow the Company to terminate this Agreement pursuant to Subsection 9.1(c) hereof as a result of a Material Adverse Effect on the Acquiror); (ii) by the Company Acquiror pursuant to Section 7.1(c)(i), then, Subsection 9.1(i) hereof under any circumstances other than those described in any such event under clause (i) of this Subsection 9.2(b); (iii) by Acquiror or Company pursuant to Subsection 9.1(f) hereof because of the failure to obtain the required approval from the Company stockholders and at the time of such termination or prior to the Company Stockholders' Meeting there shall have been an Acquisition Proposal (whether or not such offer, proposal, announcement or agreement shall have been rejected or shall have been withdrawn prior to the time of such termination or of the Company Stockholders' Meeting); or (iiiv) by Acquiror as a result of this Company's material breach of Section 7.3(a)7.3 or Subsection 7.1(a) hereof, the Company shall promptly pay to Parent, Acquiror or the Company by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing transfer of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more same day funds not later than two (2) business days Business Days after the date of receipt such termination a termination fee of Parent’s termination notice. For purposes of this Section 7.3$4,528,000 (the "Termination Fee"), the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2provided, except however, that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that if this Agreement is terminated by Parent Acquiror or the Company pursuant to Section 7.1(b)(iiiSubsection 9.1(f) hereof under the circumstances described in Subsection 9.2(b)(iii) hereof, and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) at the time of such termination the stockholders of the Acquiror shall have been satisfied or waived (other than those conditions that by their nature are failed to be satisfied at approve the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement issuance of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company Acquiror Common Stock pursuant to this Section 7.3Agreement, the Acquiror shall not be entitled to the Termination Fee."

Termination Fees. (a) In The Company shall pay the event that Termination Fee to Parent if the Agreement is terminated as follows: (i) If this Agreement is terminated: terminated by either the Company or Parent pursuant to Section 8.1(b)(iii) (iRequisite Stockholder Approval) at a time when this Agreement was terminable by Parent pursuant to Section 7.1(d)(i8.1(d)(ii) (Adverse Recommendation Change) or terminated by Parent pursuant to Section 8.1(d)(ii) (Adverse Recommendation Change), then the Company shall pay the Termination Fee on the second (2nd) Business Day following such termination; (ii) If this Agreement is terminated by the Company pursuant to Section 7.1(c)(i8.1(c)(ii) (Superior Proposal), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Termination Fee concurrently with such termination; and (iii) (x) If this Agreement is terminated (A) pursuant to Section 8.1(b)(iii) (Requisite Stockholder Vote), (B) pursuant to Section 8.1(d)(i) (Company Breach) or (C) pursuant to Section 8.1(b)(i) (Termination Date), (y) in any such case a Competing Proposal shall have been publicly announced or, in the case of a termination pursuant to clause (B) or (C), otherwise communicated to the Company Termination Fee at Board (and not withdrawn) after the closing date of this Agreement and prior to the date of the transaction pursuant to Stockholders’ Meeting, in the Takeover Proposal; providedcase of clause (A), that such closing occurs or the date of termination, in the case of clauses (B) and (C), and (z) if within 12 twelve (12) months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i)date of such termination, a transaction in respect of such Competing Proposal is consummated or the Company enters into a definitive agreement in respect of such Competing Proposal, then the Company shall pay the Company Termination Fee promptly, but in no event more than two on the second (22nd) business days after Business Day following the date of receipt of Parent’s termination notice. For the Company enters into such transaction (provided, that solely for purposes of this Section 7.38.3(a)(iii), the term “Takeover Competing Proposal” shall have the meaning assigned to such term ascribed thereto in Section 5.26.5(g)(i), except that all references therein to 20% shall be deemed to be references changed to 50%). (iv) Any Termination Fee due by the Company under this Section 8.3(a) shall be paid by the Company by wire transfer of immediately available funds (it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion). (b) In Parent shall pay the event that this Reverse Termination Fee to the Company on the second (2nd) Business Day following such termination if (i) the Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii8.1(b)(i) (Termination Date) or Section 8.1(b)(ii) (Legal Restraint) (with respect to Section 8.1(b)(ii), solely to the extent the applicable Law or Order arises under the HSR Act or any other Antitrust Law or Foreign Investment Law) and (ii) all other of the conditions to Closing set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) VII shall have been satisfied or validly waived (other than except for those conditions that by their nature are to terms must be satisfied at the Closing; provided that such conditions would have been so satisfied if the Closing would have occurred on or before the date of termination), other than the Company conditions to Closing set forth in Section 7.1(b) or Section 7.1(c) (with respect to Section 7.1(c), solely to the extent that such Law or Order arises under the HSR Act or any other Antitrust Law or Foreign Investment Law). The Reverse Termination Fee due by Parent under this Section 8.3(b) shall pay to Parent, be paid by Parent by wire transfer, an amount which transfer of immediately available funds (it being understood that in no event shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including Parent be required to pay the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Reverse Termination Fee less any Expense Reimbursement previously paid by the Companyon more than one occasion). (c) Each Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, (x) Parent’s receipt in full of the Termination Fee pursuant to Section 8.3(a), in circumstances where the Termination Fee is owed pursuant to Section 8.3(a), shall constitute the sole and exclusive monetary remedy of Parent and Merger Subs against the Company and its Subsidiaries and any of their respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of any breach or failure to perform hereunder giving rise to such termination, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby with respect to such breach or failure to perform; and (y) the Company’s receipt in full of the Reverse Termination Fee pursuant to Section 8.3(b), in circumstances where the Reverse Termination Fee is owed pursuant to Section 8.3(b), shall constitute the sole and exclusive monetary remedy of the Company and its Subsidiaries against Parent and Merger Subs and any of their respective direct or indirect, former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Affiliates or assignees of any of the foregoing (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of any breach or failure to perform hereunder giving rise to such termination, and upon payment of such amount, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby with respect to such breach or failure to perform; provided, further, that notwithstanding the foregoing, the Company, Parent and Merger Sub Subs shall be entitled to pursue an injunction, or other appropriate form of specific performance or equitable relief, solely as provided in Section 9.9. (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 7.3 8.3 are an integral part of Transactionsthe transactions contemplated by this Agreement, (ii) the Termination Fee and Reverse Termination Fee are not penalties, but are liquidated damages, in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which such fees are 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 transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties hereto would not enter into this Agreement. In the event that Accordingly, if the Company or Parent, as applicable, fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent or the Company, as applicable, commences a suit that results in a judgment against the other party for the payment of any amount set forth in this Section 8.3, then Parent or the Company, as applicable, shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable other party its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay suit, together with interest on such amount at the amount annual rate of the payment at a rate equal to 300 basis points above five percent (5%) plus the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such payment was required to be made through the payments date such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable actually received, or such lesser rate as is the maximum permitted by the Company pursuant to this Section 7.3applicable Law.

Termination Fees. (a) In the event The parties hereto agree that if this Agreement is terminated: terminated by the Acquirors pursuant to Section 8.1(b) or by the Company pursuant to Section 8.1(e), then the Company shall pay to the Acquirors, in such amounts and to such accounts as shall be directed by the Acquirors, prior to or concurrently with such termination, in the case of a termination by the Company, or within two (2) Business Days thereafter, in the case of a termination by the Acquirors, the Termination Fee. (b) The parties hereto agree that if this Agreement is terminated either (i) by Parent the Company, on the one hand, or the Acquirors, on the other hand, (A) pursuant to Section 7.1(d)(i8.1(c), if the relevant Order permanently restraining, enjoining or otherwise prohibiting or Law preventing or making illegal the consummation of the Merger relates to a failure to obtain the necessary clearances under the HSR Act or any Requisite Gaming Approval or (B) pursuant to Section 8.1(d) as a result of the failure to satisfy the conditions set forth in Section 7.1(d) or Section 7.1(e), or (ii) by the Company pursuant to Section 7.1(c)(i8.1(g), then, in any such event under clause (i) or (ii) of this Section 7.3(a), then the Company Acquirors shall jointly and severally be liable for and shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any or concurrently with such termination, in the case of a Takeover Proposal has been madetermination by the Acquirors, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs or within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3Business Days thereafter, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event case of any such a termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Reverse Termination Fee less any Expense Reimbursement previously paid by the CompanyFee. (c) All payments under this Section 8.3 shall be made by wire transfer of immediately available funds to such accounts as shall be designated in writing by the Acquirors or the Company, as applicable, or in the absence of such designation, an account established for the sole benefit of the Acquirors in the event of the payment of the Termination Fee or an account established for the sole benefit of the Company in the event of the payment of the Reverse Termination Fee. (d) Each of the Company, Parent and Merger Sub parties acknowledges that the agreements contained in this Section 7.3 8.3 are an integral part of Transactions. In the event transactions contemplated by this Agreement and the Real Estate Purchase Agreement and that without these agreements, the Acquirors, Merger Sub and the Company would not enter into this Agreement or, as applicable, the Real Estate Purchase Agreement. For the avoidance of doubt, in no event shall fail the Company be required to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company occasion or the Acquirors be required to pay the Reverse Termination Fee on more than one occasion. (e) The parties hereby agree that any and all remedies, including, but not limited to, the payment of the Termination Fee or the Reverse Termination Fee, provided in this Agreement will be payable deemed cumulative with, and not exclusive of, any other remedy conferred hereby, or at Law or in equity upon such party, and the exercise by a party of any one remedy will not preclude the Company pursuant to this Section 7.3exercise of any other remedy.

Termination Fees. (a) [Reserved]. (b) In the event that this Agreement is terminated: that: (i) by Parent (1) This Agreement shall have been terminated pursuant to (x) Section 7.1(d)(i8.1(b)(i) [End Date], (y) Section 8.1(b)(iii) [Failure to Obtain Company Stockholder Approval] or (z) Section 8.1(d)(ii) [Company Breach of Reps and Warranties or Covenants], (2) the Company or any other Person shall have publicly disclosed or announced a Company Alternative Proposal made on or after the date of this Agreement but prior to the earlier of (x) the Company Meeting and (y) the termination of this Agreement in the circumstances set forth in clause (i)(1) above and (3) within twelve (12) months of such termination, any transaction constituting any Company Alternative Proposal is consummated or an agreement providing for any Company Alternative Proposal is executed; provided, that, for purposes of this clause (i), the references to “20% or more” in the definition of “Company Alternative Proposal” shall be deemed to be references to “50% or more”; (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the The Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates have terminated this Agreement pursuant to Section 7.1(d)(ii8.1(c)(ii) due to an intentional breach by the [Company and Superior Proposal]; (yiii) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i8.1(d)(i) [Company Change of Recommendation]; or (iv) This Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iii) [Failure to Obtain Company Stockholder Approval]; then, the Company shall, (A) in the case of clause (i) above, upon the earlier of (x) the execution of an agreement providing for any Company Alternative Proposal and (y) the consummation of any Company Alternative Proposal, pay (or cause to be paid) Parent (or one or more of its designees) the Company Termination Fee; (B) in the case of clause (ii) above, concurrently with, and as a condition to the effectiveness of such termination, pay (or cause to be paid) Parent (or one or more of its designees) the Company Termination Fee; (C) in the case of clause (iii) above, within two (2) Business Days of such termination, pay (or cause to be paid) Parent (or one or more of its designees) the Company Termination Fee; and (D) in the case of clause (iv) above, within two (2) Business Days of such termination, pay (or cause to be paid) Parent (or one or more of its designees) the No Vote Termination Fee; in each case by wire transfer of immediately available funds to one or more accounts designated by Parent; it being understood that in no event shall the Company be required to pay the Company Termination Fee or the No Vote Termination Fee on more than one occasion and, in the event the Company Termination Fee becomes payable to Parent following payment of the No Vote Termination Fee, the amount of the No Vote Termination Fee actually paid shall be credited against the Company Termination Fee. Following receipt by Parent (or one or more of its designees) of the Company Termination Fee or the No Vote Termination Fee in accordance with this Section 8.3(b), the Company shall pay have no further liability with respect to this Agreement or the transactions contemplated herein to Parent or its Subsidiaries or Affiliates or any other Person, other than in respect of Willful and Material Breach of this Agreement or Fraud or, to the extent the Company Termination Fee promptlybecomes payable to Parent following payment of the No Vote Termination Fee, but in no event more than two any obligation to pay (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed or cause to be references paid) an amount equal to 50%the Company Termination Fee less the No Vote Termination Fee. (bc) In the event that this Agreement is terminated by Parent or If the Company fails to timely pay an amount due pursuant to this Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction8.3, the Company shall pay Parent interest on such amount at the Company Termination Fee less any Expense Reimbursement previously paid by prime rate as published in The Wall Street Journal in effect on the Companydate such payment was required to be made plus 3% per annum through the date such payment is actually received. (cd) Each of the Company, Parent and Merger Sub acknowledges The parties acknowledge that the agreements contained in this Section 7.3 8.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when duetransactions contemplated by this Agreement and that, without these agreements, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of parties would not enter into this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Agreement.

Termination Fees. (a) In the event that that: (i) (A) after the date of this Agreement, any Alternative Proposal (substituting 40% for the 20% threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is or continues to be publicly proposed or publicly disclosed, (B) this Agreement is terminated: (i) terminated by Parent pursuant to Section 7.1(d)(i7.1(f) (so long as a proposal regarding a Qualifying Transaction remains outstanding at the time of the event giving rise to the termination) or by Parent or the Company pursuant to Section 7.1(d) (so long as a proposal regarding a Qualifying Transaction remains outstanding as of the most recent Expiration Date referred to in Section 7.1(d)), and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any proposal regarding a Qualifying Transaction within twelve (12) months of the date this Agreement is terminated; (ii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(i7.1(g), then, ; or (iii) this Agreement is terminated by Parent pursuant to Section 7.1(i) . then in any such event under clause (i), (ii) or (iiiii) of this Section 7.3(a), the Company shall pay to ParentTC Group IV, by wire transfer, an amount equal to L.L.C. a termination fee of $1,300,000 29.0 million in cash (the “Company Termination Fee”), it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. If In the event that a proposal regarding a Qualifying Transaction shall have been made known to the public or shall have been made directly to the stockholders of the Company generally or any Person shall have publicly announced an intention (xwhether or not conditional or withdrawn) Parent terminates to make a proposal regarding a Qualifying Transaction that reasonably appears to be bona fide and thereafter this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d)(ii7.1(d) due and no Termination Fee is yet payable in respect thereof pursuant to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been madeSection 7.3(a)(i), then the Company shall pay to Parent all of the Expenses (as hereinafter defined) of Parent and Merger Sub and thereafter if the Company becomes obligated to pay to Parent the Company Termination Fee at the closing of the transaction pursuant to Section 7.3(a)(i) such payment obligation shall be reduced by the Takeover Proposalamount of Expenses previously actually paid to Parent pursuant to this sentence. As used herein, “Expenses” shall mean all reasonable out-of-pocket documented fees and expenses (including all fees and expenses of counsel, accountants, consultants, financial advisors and investment bankers of Parent and its Affiliates), incurred by Parent or Merger Sub or on their behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the Financing and all other matters related to the Merger; provided, provided that such closing occurs within 12 months after fees and expenses shall not in any case exceed $10 million in the termination date. If Parent aggregate. (b) Any provision in this Agreement to the contrary notwithstanding, in the event that (i) the Company shall have terminated terminate this Agreement pursuant to Section 7.1(d)(i7.1(e) and at the time of such termination there is no state of facts or circumstances (excluding the breach by Parent or Merger Sub or the public announcement by the Company of such breach (each, a “Breach Fact”)) that would reasonably be expected to cause the conditions set forth in Annex III (other than clause (b) thereof) and Section 6.1(b) not to be satisfied on the End Date assuming the Expiration Date and the Closing were to be scheduled on the End Date, (ii) the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that terminate this Agreement is terminated by pursuant to Section 7.1(h), or (iii) Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b)(iii7.1(b) and all other and, at the time of such termination, the conditions set forth in Article VI Annex III (excluding Section 6.1(dother than clause (b) and Section 6.2(d)thereof) shall have been satisfied or waived (other than those conditions that by their nature are where a Breach Fact would reasonably be deemed to have caused the failure of any such condition to be satisfied at the Closingsatisfied), the Company then in any such case Parent shall pay to Parent, by wire transfer, an amount which shall not exceed the Company a fee of $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses 35 million in cash (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense ReimbursementParent Termination Fee”), it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Such payment The Parent Termination Fee shall occur (i) be paid to the Company concurrent with termination in the event of any such termination this Agreement by the Company, Parent or (ii) no not later than two (2) business days after Business Days following termination of this Agreement by the Company’s receipt , as the case may be. (c) Any payment required to be made pursuant to clause (i) of Section 7.3(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any Qualifying Transaction (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (ii) of Section 7.3(a) shall be made to Parent concurrently with, and as a condition to the effectiveness of, the termination of this Agreement by the Company pursuant to Section 7.1(g); any payment required to be made pursuant to clause (iii) of Section 7.3(a) shall be made promptly following termination of this Agreement by Parent (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); and any such payment shall be made by wire transfer of immediately available funds to an account to be designated by Parent’s termination . In circumstances in which Expenses are payable, such payment shall be made to Parent not later than two Business Days after delivery to the Company of an itemization setting forth in reasonable detail all Expenses (which itemization may be supplemented and updated from time to time by Parent until the 60th day after Parent delivers such notice of demand for payment), and all such payments shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (d) In the event that the Company shall fail to pay the Termination Fee and/or Expenses, or Parent shall fail to pay the Parent Termination Fee, required pursuant to this Section 7.3 when due, such fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the event City of any New York from time to time during such termination by Parentperiod, as such bank’s Prime Lending Rate (the “Interest Rate”). In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by either party shall fail to pay such fee and/or Expenses, as the shareholders case may be, when due, the such owing party shall also pay to the owed party all of the Companyowed party’s costs and expenses (including attorneys’ fees) in connection with efforts to collect such fee and/or Expenses, this Agreement is terminated by as the case may be. Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination dateacknowledges that the fees, then concurrently with Expense reimbursement and the closing other provisions of such transactionthis Section 7.3 are an integral part of the Offer and the Merger and that, without these agreements, Parent and the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companywould not enter into this Agreement. (ce) Each of the Company, Parent and Merger Sub parties hereto acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event transactions contemplated by this Agreement and that neither the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when duenor the Parent Termination Fee is a penalty, the Company shall reimburse but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub or the Company, as the case may be, for all reasonable costs the efforts and expenses actually incurred 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 contemplated hereby, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, the Company’s right to receive payment of the Parent Termination Fee pursuant to this Section 7.3 or accrued by the guarantee thereof pursuant to the Guarantee and to require that Parent, Merger Sub and Guarantor perform their respective obligations under (i) Section 7.3 and the Guarantee in accordance with their terms, (ii) to pay the Company Financing Expenses and (iii) to pay the Company Note Repayment Expenses shall be the exclusive remedy of the Company against Parent, Merger Sub, Guarantor or any of their respective stockholders, partners, members, directors, Affiliates, officers or agents for (x) the loss suffered as a result of any failure of the Merger to be consummated and (y) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and none of Parent, Merger Sub, Guarantor or any of their respective stockholders, partners, members, directors, officers or agents, as the case may be, shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby other than any such liability in respect of the Parent Termination Fee and the Guarantee, provided, however, that Parent shall be obligated with respect to Sections 5.2(b) and the last sentence of Section 5.11(b); and provided further, however, that Parent, Merger Sub and Guarantor shall be relieved of any liability for the Company Financing Expenses and the Company Note Repayment Expenses in the event this Agreement is terminated in a circumstance in which the Termination Fee is payable or would become payable upon the occurrence of the event referred to Section 7.3(a)(i)(C) and provided further that nothing herein shall relieve Parent or Merger Sub (including reasonable expenses of counsel) liability to pay for Shares accepted for payment in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Offer.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If (1) (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(d)(i8.01(b)(i) and, at the time of such termination, any of the conditions set forth in Section 7.01(b), Section 7.01(d), if applicable, Section 7.03(d) or in connection with the Required Statutory Approvals, the Required State Approvals or any assertion of jurisdiction by any state regulatory commission, Section 7.01(c) shall have not been satisfied or (B) either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(ii) (if, and only if, the applicable Legal Restraint giving rise to such termination arises in connection with the Required Statutory Approvals or any assertion of jurisdiction by any state regulatory commission) or (iiC) by the Company terminates this Agreement pursuant to Section 7.1(c)(i8.01(c)(ii) based on a failure by Parent to perform its covenants or agreements under Section 6.03, and in each case of the foregoing clauses (A), then(B) and (C), at the time of such termination, all other conditions to the Closing set forth in any Section 7.01(a), Section 7.03(a), Section 7.03(c) and Section 7.03(c) shall have been satisfied or waived (except for (I) those conditions that by their nature are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such event under clause termination, (iII) those other conditions that are still capable of being satisfied or (III) those conditions that have not been satisfied as a result of a breach of this Agreement by Parent or Merger Sub), or (2) the Company terminates this Agreement pursuant to Section 8.01(c)(iii), then Parent shall pay to the Company the Parent Termination Fee. Parent shall pay the Parent Termination Fee to the Company (to an account designated in writing by the Company) prior to or concurrently with such termination of this Agreement by Parent or no later than three (3) Business Days after the date of the applicable termination by the Company. (ii) of If the Company terminates this Agreement pursuant to Section 7.3(a8.01(c)(i) or Parent terminates this Agreement pursuant to Section 8.01(d)(i), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (Parent the “Company Termination Fee”. The Company shall pay the Company Termination Fee to Parent (to an account designated in writing by Parent) prior to or concurrently with such termination of this Agreement by the Company pursuant to Section 8.01(c)(i) or no later than three (3) Business Days after the date of such termination of this Agreement by Parent pursuant to Section 8.01(d)(i). . (iii) If (x1) either (A) Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(i) (but only if the Parent Termination Fee is not also payable under Section 8.02(b)(i)) or Section 8.01(b)(iii) or (B) Parent terminates this Agreement pursuant to Section 7.1(d)(ii8.01(d)(ii), (2) due a Company Takeover Proposal shall have been publicly disclosed or made to an intentional breach by the Company after the date hereof, and not withdrawn, (x) in the case of a termination pursuant to Section 8.01(b)(i) or Section 8.01(d)(ii), prior to the date of such termination, or (y) in the case of a termination pursuant to Section 8.01(b)(iii), prior to any such termination, a Takeover Proposal has been made, then the date of the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; providedShareholders Meeting, that such closing occurs and (3) within 12 twelve (12) months after the termination date. If Parent of this Agreement, the Company shall have terminated this entered into a Company Acquisition Agreement pursuant or consummated a Company Takeover Proposal (whether or not the same Company Takeover Proposal referred to Section 7.1(d)(iin clause (2)), then the Company shall pay the Company Termination Fee promptly, but to Parent (to an account designated in no event more than two writing by Parent) within three (23) business days Business Days after the earlier to the date of receipt of Parent’s termination noticethe Company enters into such Company Acquisition Agreement or consummates such Company Takeover Proposal. For purposes of clause (3) of this Section 7.38.02(b)(iii), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 5.25.03, except that all references therein to the applicable percentage in the definition of “Company Takeover Proposal” shall be “50.1%” rather than “20% shall be deemed to be references to 50%or more”. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that If, but only if, this Agreement is terminated: terminated by: (i) by Parent pursuant to Section 7.1(d)(i8.1(d)(i) (but only if the breach giving rise to such termination under Section 8.1(d)(i) was a willful breach), or (ii) by either Parent or the Company pursuant to Section 7.1(c)(i8.1(b)(iii)(A), and in either such case (x) prior to such termination (or the Company Stockholders’ Meeting in the case of termination pursuant to Section 8.1(b)(iii)(A)), a Competing Proposal that has been made after the date of this Agreement shall have been publicly disclosed or otherwise communicated to the Company’s Board of Directors and not withdrawn prior to such date and (y) within twelve (12) months after such termination, the Company enters into a definitive acquisition agreement with respect to any Competing Proposal with a Third Party, and such Competing Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such twelve (12)-month period) (provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 8.1(c)(ii); or (iii) Parent pursuant to Section 8.1(d)(ii), then, in any such event under clause (i) or (ii) of this Section 7.3(a)case, the Company shall pay pay, or cause to Parentbe paid, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at and the closing Expenses actually incurred by Parent and the Parent External Adviser. Any payments required to be made under this Section 8.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, on the same day as the consummation of the transaction pursuant contemplated therein, (y) in the case of clause (ii) above, immediately prior to or concurrently with such termination and (z) in the Takeover Proposal; providedcase of clause (iii) above, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more later than two three (23) business days Business Days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%termination. (b) In Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event that this Agreement is terminated by Parent or shall the Company be required to pay the Company Termination Fee on more than one occasion. (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, Parent’s right to receive payment from the Company of the Company Termination Fee and Expenses pursuant to Section 7.1(b)(iii8.3(a) shall constitute the sole and exclusive monetary remedy of Parent, the Parent External Adviser and Acquisition Sub against the Company and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Representatives or assignees (collectively, the “Company Related Parties”) for all other conditions losses and damages suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder or otherwise following a termination of this Agreement in accordance with its terms in a situation in which the Company Termination Fee and Expenses are required to be paid, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except that the Company shall remain obligated to comply with the provisions of this Agreement that survive termination pursuant to Section 8.3(d)). (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated hereby, (ii) the Company Termination Fee and Expenses are not a penalty, but are liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which such fee and expenses are 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 transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in Article VI (excluding this Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction8.3, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all its reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay suit, together with interest on the such amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such payment was required to be made through the payments date such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable actually received, or such lesser rate as is the maximum permitted by the Company pursuant to this Section 7.3Applicable Law.

Termination Fees. (a) In the event that If this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) terminated by the Company pursuant to Section 7.1(c)(i7.1(h), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay to Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that $48 million concurrently with any such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%termination. (b) In If this Agreement is terminated by Parent pursuant to Section 7.1(j), then the Company shall pay to Parent $48 million as promptly as possible (but in any event that within three business days) thereafter. (c) If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing7.1(d), then the Company shall pay to ParentParent $24 million (unless prior to such termination the Company Board shall have effected a Company Change of Recommendation, by wire transferin which event the Company shall pay to Parent $48 million), an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event case of any such a termination by the Company, concurrently with any such termination, and in the case of a termination by Parent, as promptly as possible (but in any event within three business days) thereafter. (d) If (i) prior to the termination of this Agreement, any Alternative Proposal (substituting 50% for the 20% threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn at the time of, the Company Stockholders’ Meeting, (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), 7.1(d) and the Company consummates a transaction pursuant to any Takeover Proposal (iii) concurrently with or within 12 twelve months after such termination datethe Company enters into a definitive agreement with respect to, or otherwise consummates, any Qualifying Transaction, then concurrently with the closing of such transaction, the Company shall pay to Parent the Company Termination Fee $48 million (less any Expense Reimbursement previously amounts paid by the CompanyCompany to Parent pursuant to Section 7.2(c)) as promptly as possible (but in any event within three business days) thereafter. (ce) Each If (i) prior to the termination of this Agreement, any Qualifying Transaction shall have been publicly proposed or publicly disclosed with respect to the Company, (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) or terminated by Parent pursuant to Section 7.1(g) (by reason of an intentional breach or intentional failure to perform in any material respect any covenants or other agreements contained in this Agreement) and (iii) concurrently with or within twelve months after such termination the Company enters into a definitive agreement with respect to, or otherwise consummates, any Qualifying Transaction, then the Company shall pay to Parent $48 million as promptly as possible (but in any event within three business days) thereafter. (f) If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(e), then Parent shall pay to the Company $51 million (unless prior to such termination the Parent Board shall have effected a Parent Change of Recommendation, in which event Parent shall pay to the Company $102 million), in the case of a termination by Parent, concurrently with any such termination, and in the case of a termination by the Company, as promptly as possible (but in any event within three business days) thereafter. (g) If this Agreement is terminated by the Company pursuant to Section 7.1(i), then Parent shall pay to the Company $102 million as promptly as possible (but in any event within three business days) thereafter. (h) Any amounts payable by a party pursuant Section 7.2(a), 7.2(b), 7.2(c), 7.2(d), 7.2(e), 7.2(f) or 7.2(g) (each a “Termination Fee” and, collectively, the “Termination Fees”) or pursuant to Section 7.2(i) shall be paid by wire transfer of immediately available funds to an account designated in writing by the other party to which such Termination Fee is to be paid. Upon payment of a Termination Fee by a party, such party shall have no further liability to the other party or its stockholders with respect to this Agreement or the transactions contemplated hereby (other than the obligation to pay any amounts payable pursuant to Section 7.2(i) and, in the case of the Company, Parent the obligation to pay the Termination Fee set forth in Section 7.2(d) if the circumstances provided for in such Section shall apply); provided that nothing herein shall release any party from liability for intentional breach, for fraud or as provided for in the Confidentiality Agreement. The parties acknowledge and Merger Sub acknowledges agree that in no event shall the agreements contained Company or Parent, as applicable, be required to pay more than one Termination Fee (other than, in this the case of the Company, the obligation to pay the Termination Fee set forth in Section 7.3 are an integral part of Transactions. 7.2(d) if the circumstances provided for in such Section shall apply). (i) In the event that the Company either party shall fail to pay when due any Termination Fee required to be paid by it pursuant to this Section 7.2, such Termination Fee shall accrue interest for the Expense Reimbursement or period commencing on the Company date such Termination Fee became past due, at a rate equal to the sum of (x) the prime lending rate prevailing during such period as published in The Wall Street Journal plus (y) 5%, calculated on a daily basis until the date of actual payment. In addition, if either party shall fail to pay such Termination Fee when due, such owing party shall also pay to the Company shall reimburse Parent and Merger Sub for owed party all reasonable of the owed party’s costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred reasonable attorneys’ fees), as applicable, in connection with efforts to collect such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3amounts.

Termination Fees. (a) In the event that If this Agreement is terminated: terminated by: (i) by Parent pursuant to Section 7.1(d)(i) on the basis of a breach of a covenant or agreement contained in this Agreement or either Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) and in any such case (A) prior to such termination (or prior to the Company Stockholders’ Meeting in the case of termination pursuant to Section 7.1(b)(iii)), a Company Acquisition Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not publicly withdrawn prior to such date and (B) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i)), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) Parent pursuant to Section 7.1(d)(ii) (or pursuant to any other provision of Section 7.1 if Parent was then entitled to terminate this Agreement pursuant to Section 7.1(d)(ii)); or (iii) the Company pursuant to Section 7.1(c)(iii); then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, on the earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause (ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (b) If this Agreement is terminated by: (i) the Company pursuant to Section 7.1(c)(i), then, ) on the basis of a breach of a covenant or agreement contained in this Agreement or either Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iv) and in any such event under clause case (iA) prior to such termination (or prior to the Parent Stockholders’ Meeting in the case of termination pursuant to Section 7.1(b)(iv)), a Parent Acquisition Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not publicly withdrawn prior to such date and (B) within twelve (12) months after such termination, a Parent Acquisition Proposal is consummated or Parent enters into a definitive agreement with respect to a Parent Acquisition Proposal (provided, however, that for purposes of this Section 7.3(b)(i)), the references to “twenty percent (20%)” in the definition of Parent Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) of this Section 7.3(a), the Company shall pay pursuant to Parent, by wire transfer, an amount equal Section 7.1(c)(ii) (or pursuant to $1,300,000 (any other provision of Section 7.1 if the “Company Termination Fee”). If (x) Parent terminates was then entitled to terminate this Agreement pursuant to Section 7.1(d)(ii7.1(c)(ii)); or (iii) due Parent pursuant to Section 7.1(d)(iii); then, in each such case, Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee. Any payments required to be made under this Section 7.3(b) shall be made by wire transfer of same day funds to the account or accounts designated by the Company (x) in the case of clause (i) above, on the earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Parent Acquisition Proposal, (y) in the case of clause (ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to or concurrently with the termination of this Agreement. (c) If this Agreement is terminated by (i) either Parent or the Company pursuant to Section 7.1(b)(i) and at the time of such termination any of the conditions to the Closing set forth in Section 6.1(d) or Section 6.1(e) (solely as a result of an intentional Order in respect of an Antitrust Law issued or entered after the date of this Agreement) shall not have been fulfilled but all other conditions to the Closing set forth in Article VI either have been waived or fulfilled or would be fulfilled if the Closing were to occur on such date or (ii) either Parent or the Company pursuant to Section 7.1(b)(ii) (solely as a result of (1) a final and non-appealable Order in respect of an Antitrust Law issued or entered after the date of this Agreement or (2) a failure to obtain a Consent of a Governmental Authority under an Antitrust Law required to be obtained pursuant to Section 6.1(d)), then Parent shall pay, or cause to be paid, to the Company the Reverse Termination Fee by wire transfer of same-day funds to the account or accounts designated by the Company promptly, but in no event later than three (3) Business Days after the date of such termination; provided, however, that Parent shall not be required to pay the Reverse Termination Fee pursuant to this Section 7.3(c) if a breach by the Company and (y) prior to of any such termination, a Takeover Proposal of its obligations under this Agreement has been madethe principal cause of the circumstances that would have otherwise required the payment of the Reverse Termination Fee pursuant to this Section 7.3(c). (d) In the event this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b)(iii), then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) reasonable and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses, including all fees and expenses (including incurred in connection with the costs financing of the transactions contemplated by this Agreement and the fees and expenses of counsel) , accountants, investment bankers, experts and consultants, incurred by Parent and Merger Sub in connection with this Agreement and the Transactions transactions contemplated by this Agreement in an amount not to exceed $20,000,000 (such amount, the “Expense ReimbursementParent Expenses”); provided that any payment of the Parent Expenses shall not affect Parent’s right to receive any Company Termination Fee otherwise due under Section 7.3(a), but shall reduce, on a dollar for dollar basis, any Company Termination Fee that becomes due and payable under Section 7.3(a). Such payment shall occur (i) concurrent with termination in the event of any such termination Any Parent Expenses required to be paid by the CompanyCompany under this Section 7.3(d) shall be made by wire transfer of immediately available funds promptly, or (ii) but in no event later than two three (23) business days Business Days after the Company’s receipt of Parent’s termination notice in documentation supporting such Parent Expenses. (e) In the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b)(iii7.1(b)(iv), then Parent shall pay the Company the reasonable and documented out-of-pocket costs and expenses, including the fees and expenses of counsel, accountants, investment bankers, experts and consultants, incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement in an amount not to exceed $20,000,000 (the “Company consummates a transaction Expenses”), plus any amounts payable to the Company pursuant to Section 5.16(a); provided that any Takeover Proposal within 12 months payment of the Company Expenses shall not affect the Company’s right to receive any Parent Termination Fee otherwise due under Section 7.3(b), but shall reduce, on a dollar for dollar basis, any Parent Termination Fee that becomes due and payable under Section 7.3(b). Any Company Expenses required to be paid by Parent under this Section 7.3(e) shall be made by wire transfer of immediately available funds promptly, but in no event later than three (3) Business Days after Parent’s receipt of documentation supporting such termination date, then concurrently with Company Expenses. (f) Notwithstanding anything to the closing of such transactioncontrary set forth in this Agreement, the parties agree that in no event shall the Company be required to pay the Company Termination Fee, or Parent be required to pay the Parent Termination Fee or the Reverse Termination Fee, as applicable, on more than one occasion. For the avoidance of doubt, in no event shall Parent be required to pay both the Parent Termination Fee and the Reverse Termination Fee. (g) Notwithstanding anything to the contrary set forth in this Agreement, Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to Section 7.3(a) and/or the right to receive payment of the Parent Expenses pursuant to Section 7.3(c), shall, in circumstances in which the Company Termination Fee or Parent Expenses (as applicable) are owed, constitute the sole and exclusive monetary remedy (other than Parent’s right, after having received the Parent Expenses, to receive the Company Termination Fee less the Parent Expenses in the circumstances expressly contemplated in Section 7.3(a)) of Parent and Merger Sub against the Company and its Subsidiaries and any Expense Reimbursement previously paid of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Representatives or assignees (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that the Company shall also be obligated with respect to any amounts owing pursuant to Section 7.3(h)(ii)). Notwithstanding anything to the contrary set forth in this Agreement, the Company’s right to receive payment from Parent of the Parent Termination Fee pursuant to Section 7.3(b), the Reverse Termination Fee pursuant to Section 7.3(c) and/or the right to receive payment of the Company Expenses pursuant to Section 7.3(e), shall, in circumstances in which the Parent Termination Fee, the Reverse Termination Fee or Company Expenses (as applicable) are owed, constitute the sole and exclusive monetary remedy (other than the Company’s right, after having received the Company Expenses and the expenses contemplated by Section 5.16(a), to receive the Parent Termination Fee less the Company Expenses and the expenses contemplated by Section 5.16(a) in the circumstances expressly contemplated in Section 7.3(b)) of the Company against Parent and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Representatives or assignees (collectively, the “Parent Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amounts, none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that Parent shall also be obligated with respect to any amounts owing pursuant to Section 7.3(h)(ii)). (ch) Each of the Company, Parent and Merger Sub parties hereto acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that transactions contemplated by this Agreement, and (ii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company shall fail or Parent, as applicable, fails to timely pay the Expense Reimbursement any amount due pursuant to this Section 7.3 and, in order to obtain such payment, Parent or the Company Termination Fee when dueCompany, as applicable, commences a suit that results in a judgment against the other for the payment of any amount set forth in this Section 7.3, the Company or Parent, as applicable, shall reimburse Parent and Merger Sub for all reasonable pay the other its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay (including reasonable attorneys’ fees), together with interest on the such amount of the payment at a an annual rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such payment was required to be made through the payments date such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable actually received, or such lesser rate as is the maximum permitted by the Company pursuant to this Section 7.3applicable Law.

Termination Fees. (a) In the event that (i) this Agreement is terminated: (i) terminated by Parent EUA pursuant to Section 7.1(d)(i9.01(e) or (ii) any person or group shall have made an Alternative Proposal that has not been withdrawn and this Agreement is terminated by the Company (A) XXXX pursuant to Section 7.1(c)(i), then, in any such event under clause (i9.01(c) or Section 9.01(g) or (B) by EUA pursuant to Section 9.01(b) and, in the case of this clause (ii) of this Section 7.3(a)only, the Company a definitive agreement with respect to such Alternative Proposal is executed within two years after such termination, then EUA shall pay to ParentXXXX, by wire transfertransfer of same day funds, either on the date contemplated in Section 9.01(e) if applicable, or otherwise, within five (5) business days after such termination, a termination fee of $20 million, plus an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach all documented out-of-pocket expenses and fees incurred by the Company and (y) prior to any such terminationXXXX arising out of, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i)or in connection with or related to, the Company shall pay Merger and other transactions contemplated hereby, not in excess of $5 million in the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%aggregate. (b) In the event that this Agreement is terminated by Parent either XXXX or the Company EUA pursuant to Section 7.1(b)(iii9.01(b) and all other at the time of such termination (i) the conditions to the Closing set forth in Section 8.01(d) shall not have been fulfilled, (ii) if the date of termination is any date other than a date which is on or after the Extended Termination Date, all conditions contained in Article VI (excluding Section 6.1(dVIII other than Sections 8.01(d) and Section 6.2(d)or 8.03(c) shall have been satisfied fulfilled or waived are capable of being fulfilled as of such date, and (other than those conditions that iii) the merger contemplated by their nature are to be satisfied at the Closing)National Grid Merger Agreement has not yet been consummated, the Company then XXXX shall pay to ParentEUA, by wire transfertransfer of same day funds, within five (5) business days after such termination, a termination fee of $10 million, plus an amount which shall not exceed $600,000 and which shall represent reimbursement of equal to all documented out-of-pocket costs expenses and expenses (including the costs and expenses of counsel) fees incurred by Parent and Merger Sub EUA arising out of, or in connection with this Agreement and the Transactions (such amountor related to, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination Merger and other transactions contemplated hereby, not in excess of $5 million in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companyaggregate. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (ai) In the event that (A) Parent shall terminate this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i7.1(g) or (iiB) by the Company this Agreement shall be terminated pursuant to Section 7.1(c)(i7.1(b) or 7.1(d) and, at or prior to such termination, there shall exist or have been proposed a Company Acquisition Proposal (as defined in Section 5.4(b), ) then, in any promptly after such event under clause (i) or (ii) of this Section 7.3(a)termination, the Company shall pay to Parent, by wire transfer, an amount equal to Parent $1,300,000 2,000,000 in cash (the “"TERMINATION FEE"), provided, however, that such Termination Fee shall not be due until the earlier to occur of (C) one hundred eighty (180) days after the signing of a definitive agreement in connection with a Company Termination Fee”). If Acquisition Transaction or (xD) the closing of a Company Acquisition Transaction. (ii) In the event that Parent terminates shall terminate this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made7.1(f), then the Company shall pay promptly reimburse Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of for Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket 's costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions transactions contemplated hereby (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii"PARENT'S EXPENSES"), and the if, within twelve months of such termination of this Agreement, Company consummates shall enter into a transaction pursuant definitive agreement with respect to any Takeover Proposal within 12 months after such termination dateCompany Acquisition or any Company Acquisition involving Company shall be consummated, then concurrently with the closing execution of a definitive agreement with respect to, or the consummation of, as applicable, such transactionCompany Acquisition, the then Company shall pay to Parent cash equal to the Company amount by which the Termination Fee less any Expense Reimbursement exceeds the amount of Parent's Expenses previously paid reimbursed by the CompanyCompany pursuant hereto. (ciii) Each of the Company, Parent and Merger Sub The Company acknowledges that the agreements contained in this Section 7.3 7.3(b) are an integral part of Transactions. In the event that transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company shall fail fails to pay deliver in a timely manner the Expense Reimbursement or amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company Termination Fee when duefor the amounts set forth in this Section 7.3(b), the Company shall reimburse pay to Parent and Merger Sub for all reasonable its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counselattorneys' fees and expenses) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for paymentsuch suit, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection together with such suit and shall pay interest on the amount of the payment amounts set forth in this Section 7.3(b) at a rate equal to 300 basis points above the prime rate of Citibank Citibank, N.A. (or its successors or assigns) in effect on the date such payment was required to be made. Payment of the payments was payable hereunderfees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. In no event For the purposes of this Agreement, "COMPANY ACQUISITION" shall an amount more mean any of the following transactions (other than one full Company Termination Fee be payable the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which the shareholders of the Company immediately preceding such transaction hold less than 70% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 30% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 30% of the voting power of the then outstanding shares of capital stock of the Company. (iv) In the event that (A) Company shall terminate this Agreement pursuant to Section 7.1(e) or (B) this Agreement is terminated pursuant to Section 7.1(d), then Parent shall promptly reimburse Company for Company's costs and expenses in connection with this Agreement and the transactions contemplated hereby. (v) In the event that (A) this Agreement shall be terminated pursuant to Section 7.1(b) or 7.1(d) and, at or prior to such termination, there shall exist or have been proposed a Parent Acquisition Proposal (as defined below), or (B) Company shall terminate this Agreement pursuant to Section 7.1(e) for breach by Parent of any covenant set forth in Sections 4.2, 5.1, 5.2, 5.14, 5.15, 5.16 or 5.18 hereof, and if, within twelve months of any termination described in (A) or (B) above, Parent shall enter into a definitive agreement with respect to any Parent Acquisition (as defined below), then upon the earlier to occur of one hundred eighty (180) days after the execution of a definitive agreement with respect to, or the consummation of, as applicable, any Parent - 47 - 52 Acquisition, Parent shall pay to the Company $2,000,000 in cash (the "PARENT TERMINATION FEE") less any Company Expenses previously reimbursed by Parent pursuant hereto. (vi) The Parent acknowledges that the agreements contained in this Section 7.37.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Company would not enter into this Agreement; accordingly, if Parent fails to deliver in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Parent for the amounts set forth in this Section 7.3(b), Parent shall pay to the Company its costs and expenses (including attorneys' fees and expenses) in connection with such suit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "PARENT ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Parent pursuant to which the shareholders of Parent immediately preceding such transaction hold less than 70% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by Parent of assets representing in excess of 30% of the aggregate fair market value of Parent's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Parent), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 30% of the voting power of the then outstanding shares of capital stock of the Parent. For purposes of this Agreement, "PARENT ACQUISITION PROPOSAL" shall mean any offer or proposal relating to any Parent Acquisition.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If Parent terminates this Agreement pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i9.1(a)(ii), then, in any such event under clause (i) or (ii) of this Section 7.3(a), then the Company shall pay to ParentParent promptly, by wire transferbut in no event later than one (1) business day after the date of such termination, an amount equal to a termination fee of $1,300,000 9,450,000 in cash (the “Company Termination Fee”). . (ii) If (x) Parent the Company terminates this Agreement pursuant to Section 7.1(d)(ii) due 9.1(b)(ii), prior to an intentional breach by and as a condition to the effectiveness of such termination, the Company shall pay to Parent the Company Termination Fee. (iii) If (A) Parent or the Company shall have terminated this Agreement pursuant to Section 9.1(c)(iii), and (yB) following the execution and delivery of this Agreement and prior to any the termination of this Agreement an Acquisition Proposal (whether or not a continuation or renewal of, or otherwise relating to, an Acquisition Proposal that was publicly announced or became publicly known prior to the execution and delivery of this Agreement) shall have been publicly announced or shall have become publicly known and not publicly withdrawn, and (C) concurrently with, or within twelve (12) months following such termination, a Takeover Proposal has been madedefinitive agreement is entered into relating to a Third Party Acquisition Event or a Third Party Acquisition Event is otherwise consummated, then the Company shall pay to Parent promptly, but in no event later than the date of signing such definitive agreement or consummation of such Third Party Acquisition Event, as the case may be, the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. Fee. (iv) If (A) Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i)9.1(a)(i) as a result of a breach of a covenant or agreement of the Company under this Agreement or an intentional breach of a representation or warranty of the Company under this Agreement, and (B) following the execution and delivery of this Agreement and prior to the breach forming the basis for such termination, an Acquisition Proposal (whether or not a continuation or renewal of, or otherwise relating to, an Acquisition Proposal that was known to the Company prior to the execution and delivery of this Agreement) is known to the Company, and (C) concurrently with, or within twelve (12) months following such termination, a definitive agreement is entered into relating to a Third Party Acquisition Event or a Third Party Acquisition Event is otherwise consummated, then the Company shall pay the Company Termination Fee to Parent promptly, but in no event more later than two (2) business days after the date of receipt signing such definitive agreement or consummation of Parent’s termination notice. For purposes of this Section 7.3such Third Party Acquisition Event, as the case may be, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%Company Termination Fee. (bv) In Notwithstanding anything to the event that contrary in this Agreement, if the Company shall have terminated this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing9.1(b)(iii), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s payment of a termination notice in fee of $9,450,000 (the event of any such termination by Parent. In addition“Parent Termination Fee”), if a Takeover Proposal has been made shall be the sole and publicly announced before this Agreement has been voted on by the shareholders exclusive remedy of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates Subsidiaries against Parent or Purchaser or any of their respective former, current or future directors, officers, employees, agents, affiliates, stockholders, assignees or representatives of any of the foregoing (each a transaction pursuant “Specified Person”) for any loss or damage suffered as a result of the termination of this Agreement and the failure of the Merger to any Takeover Proposal within 12 months after such termination datebe consummated, then concurrently with and upon payment of the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in accordance with this Section 7.3 are an integral part 9.2(b)(v), none of Transactions. In the event that the Company Parent or Purchaser or any of their respective Specified Persons shall fail have any further liability or obligation relating to pay the Expense Reimbursement or arising out of this Agreement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Transactions.

Termination Fees. (a) In the event that Except as set forth in Section 5.3(h) and this Section 8.3, all fees and expenses incurred in connection with this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) and the Contemplated Transactions shall be paid by the Company pursuant to Section 7.1(c)(i)party incurring such fees and expenses, thenwhether or not the Merger is consummated; provided, in any such event under clause (i) or (ii) of this Section 7.3(a)however, that Parent and the Company shall pay to Parentshare equally all fees and expenses, by wire transferother than attorneys’ fees, an amount equal to $1,300,000 (incurred in connection with the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach filing by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing parties hereto of the transaction pursuant premerger notification and report forms relating to the Takeover Proposal; provided, that such closing occurs within 12 months after Merger under the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), HSR Act and the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date filing of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%any notice or other document under any applicable foreign antitrust or competition law or regulation. (b) In the event that If: (i) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii8.1(b) or Section 8.1(d); (ii) after the date hereof and all other conditions set forth at or prior to the time of the termination of this Agreement (in Article VI (excluding the case of Section 6.1(d) and Section 6.2(d8.1(b)) or prior to the time of the Company Members’ Meeting (in the case of Section 8.1(d)), an Acquisition Proposal shall have been satisfied or waived disclosed, announced, commenced, submitted (other than those conditions that by their nature are to be satisfied at in the Closingcase of Section 8.1(d), publicly) or made (in the case of Section 8.1(d), publicly); and (iii) within 12 months after the date of any such termination, an Acquisition Transaction (whether or not related to such Acquisition Proposal) is consummated or a definitive agreement contemplating an Acquisition Transaction (whether or not related to such Acquisition Proposal) is executed and subsequently consummated, then the Company shall pay to Parent a non-refundable fee in the amount of $98,350,000 in cash (the “Termination Fee”); provided, however, that for purposes of this clause “(b)”, references to 15% in the definition of Acquisition Transaction shall be deemed to be references to 40%. (c) If this Agreement is terminated by: (i) Parent pursuant to Section 8.1(e); (ii) by the Company pursuant to Section 8.1(h); or (iii) if this Agreement is terminated by Parent or the Company pursuant to any other provision of Section 8.1 at any time after the occurrence of a Triggering Event but prior to the Company Members’ Meeting, then (unless the Company is required to pay to Parent the fee referred to in Section 8.3(d)) the Company shall pay to Parent the Termination Fee. (d) If this Agreement is terminated by Parent or the Company at any time after the Company Board Recommendation has been withdrawn or modified in accordance with clause “(ii)” of Section 5.2(d) but prior to the Company Members’ Meeting, then the Company shall pay to Parent a non-refundable fee in the amount of $131,140,000 in cash. (e) Any fee required to be paid to Parent pursuant to Section 8.3(b) shall be paid by the Company contemporaneously with the consummation of the Acquisition Transaction contemplated by Section 8.3(b). Any fee required to be paid to Parent pursuant to Section 8.3(c) or Section 8.3(d) shall be paid by the Company: (A) in the case of a termination of this Agreement by the Company, at or prior to the time of such termination; or (B) in the case of a termination of this Agreement by Parent, within two business days after such termination. (f) The Company acknowledges and agrees that the covenants and obligations contained in this Section 8.3 are an integral part of the Contemplated Transactions, and that, without these covenants and obligations, Parent would not have entered into this Agreement. Other than for Willful Breach of Section 4.3 or Section 5.2, the parties agree that the payment of the Termination Fee (or the fee referred to in Section 8.3(d)), if paid by wire transferthe Company and accepted by Parent, an shall be the sole and exclusive monetary remedy available to Parent and Merger Sub with respect to this Agreement and the Merger and the other Contemplated Transactions in the event any such payment becomes due and payable, and, upon payment of the Termination Fee (or the fee referred to in Section 8.3(d)), the Acquired Companies (and their respective former, current or future officers, directors, partners, shareholders, managers, members, employees, Affiliates and Representatives) shall have no further liability to Parent, Merger Sub, Sponsor or their respective Affiliates under, arising out of or related to this Agreement or the Contemplated Transactions. In no event shall the Company be obligated to pay the Termination Fee (which for these purposes shall also include the fee payable pursuant to Section 8.3(d)) on more than one occasion. (g) If the Company fails to pay when due any amount which payable under this Section 8.3, then: (i) the Company shall not exceed $600,000 reimburse Parent for all reasonable and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs fees and expenses disbursements of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under of such overdue amount and the enforcement by Parent of this Section 7.3. If the Company fails to promptly make any payment required its rights under this Section 7.3 8.3; and Parent commences a suit for payment, (ii) the Company shall indemnify pay to Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on such overdue amount (for the amount period commencing as of the payment date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate equal to per annum 300 basis points above over the “prime rate rate” (as announced by Bank of Citibank America, N.A. (or its successors or assignsany successor thereto) in effect on the date the payments such overdue amount was originally required to be paid. (h) Any fee or other amount payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company to Parent pursuant to this Section 7.38.3 shall be paid by the Company free and clear of all deductions and withholdings, except as required by applicable Legal Requirements.

Termination Fees. (a) In the event that If this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) terminated by the Company pursuant to Section 7.1(c)(i6.1(e), by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) or Section 6.1(f) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, in any such event under clause within two (i2) or (ii) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 7.3(a6.1(e), at or prior to termination), the Company shall pay cause to Parent, by wire transfer, an amount equal be paid to $1,300,000 (Parent the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii6.1(f), or by Parent pursuant to Section 6.1(g) and all other conditions set forth in Article VI (excluding or by the Company or Parent pursuant to Section 6.1(d6.1(b) and at any time when this Agreement could have been terminated pursuant to Section 6.2(d6.1(f)) and: (i) at or prior to the date of such termination, any Person shall have publicly announced an intention to make a Company Acquisition Proposal, or a Company Acquisition Proposal shall have been satisfied publicly disclosed, announced, commenced, submitted or waived made and shall not have been publicly withdrawn at least five (other than those conditions 5) Business Days prior to the date of such termination; and (ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by their nature are the Company (it being understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be satisfied at the Closinga reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (c) Any Termination Fee due and payable by the Company under this Section 6.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable by the Company only once and not in duplication even though the Termination Fee may be payable by the Company under one or more provisions hereof. If the Company fails to pay the Termination Fee when due and payable by the Company, then the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such amount was originally required to be paid, by wire transfer, an amount which and the Company shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket pay the costs and expenses (including reasonable legal fees and expenses) in connection with any action, including the costs and expenses filing of counsel) incurred any lawsuit or other legal action, taken by Parent to collect payment. The parties agree that if the Termination Fee becomes payable by, and Merger Sub is paid by, the Company, then such Termination Fee shall be Parent’s sole and exclusive remedy for damages against the Company and its Affiliates and its and their Representatives in connection with this Agreement Agreement; provided, that nothing contained herein shall relieve any party from liability for fraud with respect to the representations and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders warranties of the Company, this Agreement is terminated by Parent or the Company pursuant to expressly set forth in Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company2. (cd) Each of the Company, Parent and Merger Sub parties acknowledges that the agreements contained in this Section 7.3 6.3 are an integral part of Transactions. In the event transactions contemplated by this Agreement, and that without these agreements the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of parties would not enter into this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Agreement.

Termination Fees. (a) In This Agreement may be terminated in accordance with the event that this next two sentences. This Agreement is terminated: may be terminated by (i) by Parent pursuant to Section 7.1(d)(i) or mutual agreement of the parties at any time, (ii) by either party if the Company Stockholder Approval is not obtained on or prior to the seventh month anniversary of the date hereof, or (iii) by either party, if the Company's stockholders vote against this Agreement and the transactions contemplated hereby at the Stockholders' Meeting. Termination pursuant to Section 7.1(c)(ithe foregoing clauses (i), then, in any such event under clause (iii) or (iii) notwithstanding, Sections 3, 4, (for the purposes of Section 9.1), 5, 6.4, 8 and 9 hereof shall remain in effect. No termination of this Agreement shall affect any party's liability for willful breach of this Agreement. (b) If this Agreement is terminated by the Purchaser in accordance with clauses (ii) or (iii) of Section 9.4(a), and the Purchaser shall have voted in favor of this Section 7.3(a)Agreement and the transactions contemplated hereby at the Stockholders' Meeting, all securities of the Company held by it (and eligible to vote, it being understood that the Purchaser shall have no obligation to exercise any Warrants) as of the record date for such Stockholders' Meeting, on the day next succeeding the date of such termination, the Company shall (x) reimburse the Purchaser in immediately available funds for the out-of-pocket expenses of the Purchaser (including, without limitation, printing fees, filing fees and fees and expenses of its legal and financial advisors and all fees and expenses payable to any financing sources) related to this Agreement or the other Documents, the transactions contemplated hereby and thereby and any related financing and (y) pay to Parent, by wire transfer, the Purchaser in immediately available funds an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%1,000,000. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that that: (i) (A) this Agreement is terminated: (i) by Parent terminated pursuant to Section 7.1(d)(i9.1(c)(i) (as a result of the failure of the Minimum Condition) or Section 9.1(e) (provided neither Parent nor Merger Sub is in breach in any material respect of any of its representations, warranties and covenants set forth in this Agreement to the extent (and only to the extent) such breach causes the basis for termination of the Agreement pursuant to Section 9.1(e)), (B) prior to such termination any Person shall have commenced, publicly proposed or communicated to the Company an Acquisition Proposal that is publicly disclosed and which shall be continuing and not withdrawn prior to the date of such termination, and (C) within one hundred eighty (180) days after such termination, the Company consummates either (1) a merger, consolidation, or other business combination between the Company and any other Person (other than Parent of an Affiliate thereof) or (2) the sale of more than thirty-five percent (35%) (in voting power) of the voting securities of the Company to the Person making such Acquisition Proposal or the sale of thirty-five percent (35%) or more (in fair market value) of the assets of the Company; (ii) by the Company this Agreement is terminated pursuant to Section 7.1(c)(i9.1(c)(ii); or (iii) this Agreement is terminated pursuant to Section 9.1(g), then, in any such event under clause (i) or (ii) of this Section 7.3(a)event, the Company shall pay to Parent, by wire transfer, Parent promptly (but in no event later than one Business Day after the first of such events shall have occurred) a fee in an amount equal to $1,300,000 8,400,000 (the “Company "Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i"), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% which amount shall be deemed to be references to 50%payable in immediately available funds. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions Except as set forth in Article VI (excluding this Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)9.3, the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket all costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment including reasonable attorneys' fees and expenses) shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously be paid by the Companyparty incurring such expenses, whether or not any Transaction is consummated. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay all or any portion of the Expense Reimbursement or the Company Termination Fee when dueFee, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and also shall pay to Parent interest on such unpaid amount, commencing on the date that such amount of the payment becomes due, at a rate equal to 300 basis points above the prime rate of Citibank N.A. interest publicly announced by Citibank, N.A., from time to time, in the City of New York, as such bank's Base Rate plus two percent (or its successors or assigns2%). (d) The expenses provided for in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.39.3 are not intended to be exclusive remedies with respect to any liability for a breach of this Agreement, and no party hereto shall be precluded from seeking damages or remedies or at law or in equity as a result of any such matter.

Termination Fees. (a) In the event that that: (i) (A) this Agreement is terminated: (i) by Parent terminated pursuant to Section 7.1(d)(i8.1(c)(i) (as a result of the failure of the Minimum Condition) or Section 8.1(e) (provided neither Parent nor Merger Sub is in breach in any material respect of any of its representations, warranties and covenants set forth in this Agreement to the extent (and only to the extent) such breach causes the basis for termination of the Agreement pursuant to Section 8.1(e)), (B) prior to such termination any Person shall have commenced, publicly proposed or communicated to the Company an Acquisition Proposal that is publicly disclosed and which shall be continuing and not withdrawn prior to the date of such termination, and (C) within one hundred eighty (180) days after such termination, the Company consummates either (1) a merger, consolidation, or other business combination between the Company and any other Person (other than Parent of an 44 Affiliate thereof) or (2) the sale of more than fifteen percent (15%) (in voting power) of the voting securities of the Company or the sale of fifteen percent (15%) or more (in fair market value) of the assets of the Company to the Person making such Acquisition Proposal; (ii) by the Company this Agreement is terminated pursuant to Section 7.1(c)(i8.1(c)(ii); or (iii) this Agreement is terminated pursuant to Section 8.1(g), then, in any such event under clause (i) or (ii) of this Section 7.3(a)event, the Company shall pay to Parent, by wire transfer, Parent promptly (but in no event later than one Business Day after the first of such events shall have occurred) a fee in an amount equal to $1,300,000 1,250,000 (the “Company "Termination Fee”). If (x") Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by plus Parent's actual out-of-pocket expenses incurred in connection with the Company and (y) prior to any such terminationTransactions, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% which amounts shall be deemed to be references to 50%payable in immediately available funds. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions Except as set forth in Article VI (excluding this Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)8.3, the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket all costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment including reasonable attorneys' fees and expenses) shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously be paid by the Companyparty incurring such expenses, whether or not any Transaction is consummated. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay all or any portion of the Expense Reimbursement or the Company Termination Fee when dueFee, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and also shall pay to Parent interest on such unpaid amount, commencing on the date that such amount of the payment becomes due, at a rate equal to 300 basis points above the prime rate of Citibank N.A. interest publicly announced by Citibank, N.A., from time to time, in the City of New York, as such bank's Base Rate plus two percent (or its successors or assigns2%). (d) in effect on If paid, the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee and expenses provided for in this Section 8.3 are intended to be payable the sole and exclusive remedy with respect to any liability for a breach of this Agreement by the Company pursuant to (other than a willful and material breach of this Section 7.3Agreement by the Company).

Termination Fees. (a) In the event that this Agreement is terminated: terminated by Parent pursuant to Section 7.1(e) or by the Company pursuant to Section 7.1(i), then the Company shall pay to Parent the Company Termination Fee. The Company Termination Fee payable pursuant to this Section 7.3(a) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(e) and concurrently with any termination pursuant to Section 7.1(i). (b) If (i) after the date of this Agreement but prior to the termination of this Agreement in accordance with its terms, an Acquisition Proposal shall have become publicly known and not withdrawn, (ii) thereafter, this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)), (B) by Parent or the Company pursuant to Section 7.1(d), or (C) by Parent pursuant to Section 7.1(d)(i7.1(f) or due to (iix) a willful breach by the Company of any of its representations and warranties set forth in this Agreement or (y) a breach by the Company of any of its covenants or agreements set forth in this Agreement (unless the Company Termination Fee provided in Section 7.3(a) has already been paid pursuant to Section 7.1(c)(ithe terms thereof), thenand (iii) within 12 months after such termination, in any the Company enters into a definitive agreement with respect to or consummates an Acquisition Transaction, then concurrently with consummating such event under clause (i) or (ii) of this Section 7.3(a), transaction the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at (less the closing amount of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement expenses paid pursuant to Section 7.1(d)(i7.3(d), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2if any) business days after by wire transfer of same-day funds on the date of receipt of Parent’s termination notice. For such transaction is consummated; provided that solely for purposes of this Section 7.37.3(b), the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% in the definition of “Acquisition Transaction” shall be deemed to be references to 50%. (bc) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(g), Section 7.1(h) or Section 7.1(j), then Parent shall pay to the Company the Parent Termination Fee. The Parent Termination Fee payable pursuant to this Section 7.3(c) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(g), Section 7.1(h) or Section 7.1(j) (it being understood that (x) in no event shall the Parent Termination Fee be payable on more than one occasion and (y) that the Parent Termination Fee shall be payable if this Agreement is terminated pursuant to Section 7.1(g), Section 7.1(h) or Section 7.1(j) even if the Financing Proceeds Condition has not been satisfied). (d) In the event that this Agreement has been terminated by either Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing7.1(d), then the Company shall pay to shall, following receipt of an invoice detailing Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of ’s reasonably documented out-of-pocket costs fees and expenses (including reasonable legal fees and expenses) actually incurred by Parent, Purchaser and their Affiliates on or prior to the costs termination of this Agreement in connection with the Transactions as shown on invoices therefor, promptly (and in any event within five (5) Business Days) following such receipt pay such fees and expenses; provided, however, in no event shall the Company or any Company Subsidiary have any obligation to pay more than $6,000,000 in the aggregate of such fees and expenses. Payment of such fees and expenses by the Company, if any, shall be made by wire transfer of counselsame day funds to an account designated by Parent. (e) All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by the party to whom payment is owed. (f) The parties hereto agree that: (i) Subject to Section 8.7 and notwithstanding any other provision of this Agreement to the contrary, each of Parent and Purchaser acknowledges and agrees on behalf of itself and its Affiliates that its receipt of the Company Termination Fee pursuant to Section 7.3(a) and Section 7.3(b), and reimbursement of expenses pursuant to Section 7.3(d), if any, shall, except in the case of Fraud, constitute the sole and exclusive remedy under this Agreement of Parent and Purchaser and each of their Affiliates and Representatives, and the receipt of the Company Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent Parent, Purchaser, each of their Affiliates and Merger Sub Representatives and any other Person in connection with this Agreement (and the Transactions (such amounttermination hereof), the “Expense Reimbursement”)Offer, the Top-Up Option, the Merger and the other transactions contemplated hereby (and the abandonment or termination thereof) or any matter forming the basis for such termination, and none of Parent, Purchaser, their respective Affiliates or Representatives or any other Person shall be entitled to bring or maintain any Legal Proceeding against the Company or its Affiliates arising out of or in connection with this Agreement, the Offer, the Top-Up Option, the Merger or any of the other transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination. Such payment Parent shall occur (i) concurrent with termination not be entitled to specific performance under Section 8.7 if the Company has paid in full, and Parent or Purchaser have accepted, the event of any such termination by the Company, or Company Termination Fee. (ii) no later than two (2) business days after Subject to Section 8.7 and notwithstanding any other provision of this Agreement to the contrary, the Company acknowledges and agrees on behalf of itself, its Affiliates and the Company’s stockholders, that the Company’s receipt of Parent’s termination notice the Parent Termination Fee in accordance with Section 7.3(c), shall, except in the event case of Fraud, constitute the sole and exclusive remedy of the Company and its Affiliates and each of their Representatives and the Company’s stockholders against Parent, Purchaser, Guarantor, Financing Sources or any such termination of their respective former, current or future general or limited partners, shareholders, managers, members, directors, officers or Affiliates (collectively, the “Parent Related Parties”) for any loss suffered as a result of the failure of the transactions contemplated by Parent. In additionthis Agreement, if the Equity Commitment Letter, the Guaranty, the Offer, the Top-Up Option, the Merger or the transactions contemplated hereby to be consummated or for a Takeover Proposal has been made breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement, the Equity Commitment Letter, the Guaranty, the Offer, the Top-Up Option, the Merger or the Transactions, and publicly announced before the payment of the Parent Termination Fee shall be deemed liquidated damages for and none of the Parent Related Parties shall have any further liability or obligation relating to or arising out of this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Transactions. The Company pursuant shall not be entitled to specific performance under Section 7.1(b)(iii)8.7 if Parent has paid in full, and the Company consummates has accepted, the Parent Termination Fee and in no event shall the Company or its Affiliates be permitted or entitled to receive both a transaction grant of specific performance and the Parent Termination Fee; provided, however, and, for further clarity, in any circumstance where performance by the Parent or Purchaser of its obligations under this Agreement would relieve Parent of its obligation to pay the Parent Termination Fee the Company may, in its sole discretion: (i) seek specific performance pursuant to Section 8.7(b), (ii) withdraw any Takeover Proposal within 12 months after such termination dateclaim for specific performance and require payment of the Parent Termination Fee if entitled to payment of the Parent Termination Fee under Section 7.3(c), then concurrently with the closing of such transaction, or (iii) if the Company shall pay is unable for any reason to obtain specific performance, require payment of the Parent the Company Termination Fee less any Expense Reimbursement previously paid by if entitled to payment of the CompanyParent Termination Fee under Section 7.3(c). (ciii) Notwithstanding anything to the contrary in this Agreement, in no event shall (A) any Related Party (as defined in the Equity Commitment Letter, which excludes, for the avoidance of doubt, Sponsor (as defined in the Equity Commitment Letter), Parent and Purchaser) have any liability for monetary damages to the Company or the Company Subsidiaries (whether at law, in contract, in tort or otherwise) relating to or arising out of this Agreement or the transactions contemplated hereby, other than Sponsor’s obligations under the Guarantee and the Equity Commitment Letter and other than the obligations of Parent and Purchaser as provided herein, or (B) any former, current or future general or limited partners, equityholders, directors, officers, employees, managers, members, Affiliates or agents of the Company or any Company Subsidiaries have any liability to Sponsor, Parent or Purchaser or any Related Party for monetary damages (whether at law, in contract, in tort or otherwise) relating to or arising out of this Agreement or the transactions contemplated hereby. In no event shall the Company seek or obtain, nor shall it permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any monetary recovery or monetary award against any Related Party with respect to, this Agreement, the Equity Commitment Letter or the Guarantee or the transactions contemplated hereby and thereby (including, any breach by Sponsor, Parent or Purchaser), the termination of this Agreement, the failure to consummate the transactions contemplated by this Agreement or any claims or actions under applicable Law arising out of any such breach, termination or failure, other than from Parent or Purchaser to the extent expressly provided for in this Agreement or Sponsor to the extent expressly provided for in the Guarantee or the Equity Commitment Letter. (iv) Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor any of its stockholders, Affiliates, directors, officers, employees, controlling persons or agents shall have any rights or claims against any Financing Sources or any of their respective former, current or future general or limited partners, shareholders, managers, members, directors, officers or Affiliates in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby, whether at law, in contract, in tort or otherwise; and (ii) no Financing Source or any of its respective former, current or future general or limited partners, shareholders, managers, members, directors, officers or Affiliates have any liability or obligation to the Company or any of its stockholders, Affiliates, directors, officers, employees, controlling persons or agents relating to or arising out of this Agreement, the Debt Financing or the transactions contemplated hereby or thereby. For the avoidance of doubt, nothing contained herein shall restrict the ability of the Company to seek specific performance of Parent’s or Purchaser’s obligations hereunder in connection with the Debt Financing pursuant to and in accordance with Section 8.7. (g) Each of the Company, Company and Parent acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that transactions contemplated by this Agreement, and that, without these agreements, neither the Company shall fail nor Parent would have entered into this Agreement; accordingly, if the Company or Parent, as the case may be, fails promptly to pay the Expense Reimbursement fee due pursuant to Section 7.3, and, in order to obtain such payment, Parent or the Company Termination Fee when duecommences litigation that results in an award against the other party for such fee, the Company or Parent, as the case may be, shall reimburse Parent and Merger Sub for all reasonable pay to the other party its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counselattorneys’ fees and expenses) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for paymentsuch litigation, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection together with such suit and shall pay interest on the amount of the applicable fee from the date such payment was required to be made until the date of payment at a rate equal to 300 basis points above the prime lending rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date the payments such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee required to be payable by the Company pursuant to this Section 7.3made.

Termination Fees. (a) In the event that this Agreement is terminated: If: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates prior to the termination of this Agreement pursuant to Section 7.1(d)(iiAgreement, any Competing Proposal (for purposes of this subsection, substituting 50% for the 15% thresholds set forth in the definition of Competing Proposal) due to an intentional breach by the Company is publicly proposed or publicly disclosed and not publicly withdrawn and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii8.1(b) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 8.1(b)) or by Parent pursuant to Section 8.1(e) and (z) within twelve (12) months after termination of this Agreement, the Company enters into any letter of intent, agreement in principle, acquisition agreement or other definitive agreement providing for any Competing Proposal or a transaction in respect of any Competing Proposal shall have been consummated; or (ii) this Agreement is terminated by Parent pursuant to Section 8.1(g); or (iii) this Agreement is terminated by the Company pursuant to Section 8.1(h); then in any such event the Company shall pay to Parent a fee payable in cash equal to $55,000,000 (the “Company Termination Fee”), and neither the Company nor any other person shall (subject to the provisions of Section 8.2) have any further liability to Parent or any other person with respect to this Agreement or the transactions contemplated hereby, such payment to be made (x) in the case of Section 8.3(a)(i), at the earlier of (A) when the Company enters into a letter of intent, agreement in principle, acquisition agreement or other definitive agreement providing for a transaction in respect of such Competing Proposal or (B) when a transaction in respect of such Competing Proposal is consummated; (y) in the case of Section 8.3(a)(ii), no later than two (2) Business Days after the termination of this Agreement or (z) in the case of Section 8.3(a)(iii), upon the termination of this Agreement; it being understood that in no event shall the Company be required to pay the fee referred to in this Section 8.3 on more than one occasion. (b) If this Agreement is terminated by the Company pursuant to Section 8.1(b), Section 8.1(d), Section 8.1(i)(ii), Section 8.1(i)(iii), or Section 8.1(j) and immediately prior to such termination (i) all other conditions of the Offer Conditions and the condition set forth in Article VI (excluding Section 6.1(d7.1(b) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Offer Closing or the Closing, provided that such conditions are reasonably capable of being satisfied) and the Company is prepared to complete the Offer Closing and the Closing and (ii) Parent and Acquisition Sub have failed to complete the Offer Closing or the Closing by the respective date the Offer Closing or the Closing is required to have occurred pursuant to this Agreement as a result of the full amount of the Debt Financing failing to be funded or prospectively funded at the Offer Closing or the Closing (clauses (i) and (ii) collectively, a “Funding Failure”), the Company then Parent shall pay to Parentthe Company a fee payable in cash equal to $90,000,000 (the “Parent Termination Fee”), by wire transfer, an amount which and neither Parent nor any other person shall not exceed $600,000 and which shall represent reimbursement (subject to the provisions of documented out-of-pocket costs and expenses (including Section 8.2) have any further liability to the costs and expenses of counsel) incurred by Parent and Merger Sub in connection Company or any other person with respect to this Agreement and or the Transactions (transactions contemplated hereby, such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) to be made no later than two (2) business days Business Days after the Company’s receipt termination of Parent’s termination notice this Agreement; it being understood that in no event shall Parent be required to pay the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant fee referred to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest 8.3 on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3occasion.

Termination Fees. (a) In the event that If this Agreement is terminated: terminated by: (i) by (A) Parent pursuant to Section 7.1(d)(i) on the basis of a breach of a covenant or agreement contained in this Agreement or (iiB) by either Parent or the Company pursuant to Section 7.1(c)(i), then, 7.1(b)(i) or Section 7.1(b)(iii) and in any such event under clause case (iI) or (ii) after the execution of this Section 7.3(a), Agreement and prior to such termination (or prior to the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (Stockholders’ Meeting in the “Company Termination Fee”). If (x) Parent terminates this Agreement case of termination pursuant to Section 7.1(d)(ii) due to 7.1(b)(iii)), an intentional breach by Acquisition Proposal shall have been publicly disclosed (or, in the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing case of the transaction termination pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(b)(i) or Section 7.1(d)(i), otherwise made known to the Company shall pay Board) and not withdrawn (publicly, if publicly disclosed) and (II) within twelve (12) months after such termination, any Acquisition Proposal is consummated or the Company Termination Fee promptly, but in no event more than two enters into a definitive agreement with respect to any Acquisition Proposal that is subsequently consummated (2) business days after the date of receipt of Parent’s termination notice. For provided that for purposes of this Section 7.37.3(a)(i), the term references to “Takeover Proposalfifteen percent (15%)” shall have in the meaning assigned to such term in Section 5.2, except that all references therein to 20% definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%.)”); (bii) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii7.1(c)(ii); or (iii) and all other conditions set forth Parent pursuant to Section 7.1(d)(ii); then, in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)any such case, the Company shall pay pay, or cause to be paid, to Parent the Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same-day funds to the account or accounts designated by Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement (A) in the case of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur clause (i) concurrent with termination above, on the same day as the consummation of the Acquisition Proposal contemplated therein, (B) in the event case of any such termination by the Company, or clause (ii) above, immediately prior to or substantially concurrently with such termination and (C) in the case of clause (iii) above, promptly, but in no event later than two (2) business days Business Days after the Company’s receipt date of Parent’s termination notice such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or shall the Company pursuant be required to Section 7.1(b)(iii), and pay the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companyon more than one occasion. (c) Each of the Company, Parent and Merger Sub The Company acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that transactions contemplated by this Agreement, and (ii) without these agreements, Parent and Merger Sub would not enter into this Agreement; accordingly, if the Company shall fail fails to timely pay the Expense Reimbursement or Termination Fee pursuant to this Section 7.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of the Termination Fee when dueset forth in this Section 7.3, the Company shall reimburse pay Parent and Merger Sub for all reasonable its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay (including reasonable attorneys’ fees), together with interest on the such amount of the payment at a an annual rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such payment was required to be made through the payments date such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable actually received, or such lesser rate as is the maximum permitted by the Company pursuant to this Section 7.3applicable Law.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If (1) (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(d)(i8.01(b)(i) and, at the time of such termination, any of the conditions set forth in Section 7.01(b) or Section 7.03(e) or, in connection with the Required Statutory Approvals, Section 7.01(c) shall have not been satisfied, (B) either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(ii) (if, and only if, the applicable Legal Restraint giving rise to such termination arises in connection with the Required Statutory Approvals or in connection with the assertion that the approval of a state regulatory commission other than that of the KCC is required) or (iiC) by the Company terminates this Agreement pursuant to Section 7.1(c)(i8.01(c)(ii) based on a failure by Parent to perform its covenants or agreements under Section 6.03, and in each case of the foregoing clauses (A), then(B) and (C), at the time of such termination, all other conditions to the Closing set forth in any Section 7.01(a), Section 7.03(a), Section 7.03(b) and Section 7.03(c) shall have been satisfied or waived (except for (I) those conditions that by their nature are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such event under clause termination or (iII) those conditions that have not been satisfied as a result of a breach of this Agreement by Parent or Merger Sub), or (2) the Company terminates this Agreement pursuant to Section 8.01(c)(iii), then Parent shall pay to the Company a fee of $380,000,000 in cash (the “Parent Termination Fee”). Parent shall pay the Parent Termination Fee to the Company (to an account designated in writing by the Company) prior to or concurrently with such termination of this Agreement by Parent or no later than three (3) Business Days after the date of the applicable termination by the Company. (ii) of If the Company terminates this Agreement pursuant to Section 7.3(a8.01(c)(i) or Parent terminates this Agreement pursuant to Section 8.01(d)(i), the Company shall pay to Parent, by wire transfer, an amount equal to Parent a fee of $1,300,000 280,000,000 in cash (the “Company Termination Fee”). The Company shall pay the Company Termination Fee to Parent (to an account designated in writing by Parent) prior to or concurrently with such termination of this Agreement by the Company pursuant to Section 8.01(c)(i) or no later than three (3) Business Days after the date of such termination of this Agreement by Parent pursuant to Section 8.01(d)(i). (iii) If the Company terminates this Agreement pursuant to Section 8.01(c)(iv), Parent shall pay to the Company a fee of $180,000,000 in cash (the “Parent Fiduciary Out Termination Fee”). Parent shall pay the Parent Fiduciary Out Termination Fee to the Company (to an account designated in writing by the Company) no later than three (3) Business Days after the date of such termination of this Agreement by the Company pursuant to Section 8.01(c)(iv). (iv) If (x1) either (A) Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(i) or Section 8.01(b)(iii) or (B) Parent terminates this Agreement pursuant to Section 7.1(d)(ii8.01(d)(ii), (2) due a Company Takeover Proposal shall have been publicly disclosed or made to an intentional breach by the Company and after the date hereof (x) in the case of a termination pursuant to Section 8.01(b)(i) or Section 8.01(d)(ii), prior to the date of such termination, or (y) in the case of a termination pursuant to Section 8.01(b)(iii), prior to any such termination, a Takeover Proposal has been made, then the date of the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; providedShareholders Meeting, that such closing occurs and (3) within 12 twelve (12) months after the termination date. If Parent of this Agreement, the Company shall have terminated this entered into a Company Acquisition Agreement pursuant to Section 7.1(d)(i)which is subsequently consummated, or consummated a Company Takeover Proposal, then the Company shall pay the Company Termination Fee promptly, but to Parent (to an account designated in no event more than two writing by Parent) within three (23) business days Business Days after the earlier of the date of receipt of Parent’s termination noticethe Company enters into such Company Acquisition Agreement or consummates such Company Takeover Proposal. For purposes of clause (3) of this Section 7.38.02(b)(iv), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 5.25.03, except that all references therein to the applicable percentage in the definition of “Company Takeover Proposal” shall be “50.1%” rather than “20% shall be deemed to be references to 50%or more”. (bv) In If (1) either (A) Parent or the event that Company terminates this Agreement pursuant to Section 8.01(b)(i) or Section 8.01(b)(iv) or (B) the Company terminates this Agreement pursuant to Section 8.01(c)(ii), (2) a Parent Takeover Proposal shall have been publicly disclosed or made to Parent after the date hereof (x) in the case of a termination pursuant to Section 8.01(b)(i) or Section 8.01(c)(ii), prior to the date of such termination, or (y) in the case of a termination pursuant to Section 8.01(b)(iv), prior to the date of the Parent Shareholders Meeting, and (3) within twelve (12) months after the termination of this Agreement, Parent shall have entered into a Parent Acquisition Agreement which is terminated subsequently consummated, or consummated a Parent Takeover Proposal, then Parent shall pay the Parent Fiduciary Out Termination Fee to the Company (to an account designated in writing by the Company) within three (3) Business Days after the earlier of the date Parent enters into such Parent Acquisition Agreement or consummates such Parent Takeover Proposal. For purposes of clause (3) of this Section 8.02(b)(v), the term “Parent Takeover Proposal” shall have the meaning assigned to such term in Section 5.04, except that the applicable percentage in the definition of “Parent Takeover Proposal” shall be “50.1%” rather than “20% or more”. (vi) If either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(iv) and no fee is then payable pursuant to Section 8.02(b)(i), Section 8.02(b)(iii) or Section 8.02(b)(v), then Parent shall pay to the Company a fee of $80,000,000 in cash (the “Parent No Vote Termination Fee”). Parent shall pay the Parent No Vote Termination Fee to Company (to an account designated in writing by Company) prior to or concurrently with such termination of this Agreement by Parent pursuant to Section 8.01(b)(iv) or no later than three (3) Business Days after the date of such termination of this Agreement by the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d8.01(b)(iv)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that If, but only if, this Agreement is terminated: terminated by: (i) by Parent pursuant to Section 7.1(d)(i8.1(d)(i) (but only if the breach giving rise to such termination under Section 8.1(d)(i) was an intentional breach), or (ii) by either Parent or the Company pursuant to Section 7.1(c)(i8.1(b)(i) or Section 8.1(b)(iii)(A), and in either such case (x) prior to such termination (or of the Company Stockholders’ Meeting in the case of termination pursuant to Section 8.1(b)(iii)(A)), a Competing Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not withdrawn prior to such date and (y) within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to a Competing Proposal with a Third Party, and such Competing Proposal is subsequently consummated (regardless of whether such consummation happens prior to or following such twelve (12)-month period) (provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 8.1(c)(ii); or (iii) Parent pursuant to Section 8.1(d)(ii), then, in any such event case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 8.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) or above, on the same day as the consummation of the transaction contemplated therein, (y) in the case of clause (ii) of this Section 7.3(a)above, the Company shall pay immediately prior to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company or substantially concurrently with such termination and (yz) prior to any such terminationin the case of clause (iii) above, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more later than two three (23) business days Business Days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%termination. (b) In Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event that this Agreement is terminated by Parent or shall the Company be required to pay the Company Termination Fee on more than one occasion. (c) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, Parent’s right to receive payment from the Company of the Company Termination Fee pursuant to Section 7.1(b)(iii8.3(a), shall constitute the sole and exclusive monetary remedy of Parent and Acquisition Sub against the Company and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Representatives or assignees (collectively, the “Company Related Parties”) and any Financing Source for all losses and damages suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amounts, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except that the Company shall also be obligated with respect to Section 8.3(d) and Section 8.6). (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated hereby, (ii) the Company Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which such fee or expenses are 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 transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the other conditions for the payment of any amount set forth in Article VI (excluding this Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction8.3, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay suit, together with interest on the such amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such payment was required to be made through the payments date such payment was payable hereunder. In no event shall an amount more than one full actually received, or such lesser rate as is the maximum permitted by Applicable Law. (e) Notwithstanding anything to the contrary contained herein, the Company Termination Fee (solely on behalf of itself) (i) waives any rights or claims and (ii) agrees not to commence any Proceeding, in each case against any Financing Source in connection with this Agreement, the Debt Financing or in respect of any other document or any of the transactions contemplated hereby or thereby or any theory of law or equity (whether in tort, contract or otherwise) or in respect of any oral or written representations made or alleged to be payable made in connection herewith or therewith and agrees to cause any such Proceeding caused by the Company (solely on behalf of itself) to be dismissed and otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Financing Source shall have any liability for any claims or damages to the Company, its Subsidiaries or any Company Related Party in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby; provided, that nothing herein to the contrary shall prohibit Parent from enforcing its rights directly against the Financing Sources under the Debt Financing or causing the Financing Sources to fund (including by seeking specific performance thereunder) pursuant to the Debt Financing (and Parent agrees to do so consistent with its covenants and obligations in this Section 7.3Agreement).

Termination Fees. (a) In If, but only if, the event that this Agreement is terminated: terminated by: (i) (x) either Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii), or by Parent pursuant to Section 7.1(d)(i8.1(d)(i), Section 8.1(d)(ii)(x) or (iiSection 8.1(d)(ii)(z) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior the Company (A) receives or has received a Competing Proposal from a Third Party after the date hereof, which Competing Proposal becomes publicly known, and (B) within twelve (12) months of the termination of this Agreement, enters into, agrees to or consummates a transaction regarding such Competing Proposal or any such termination, a Takeover Proposal has been madeCompeting Proposal, then the Company shall pay pay, or cause to be paid, to Parent an amount equal to Three Hundred Thirty Dollars ($330,000) (the Company “Termination Fee at Fee”), not later than the closing third (3rd) Business Day following the execution of the agreement relating to such transaction pursuant to the Takeover Proposal; arising from such Competing Proposal (provided, however, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For for purposes of this Section 7.38.1(c)(ii), the term references to “Takeover Proposaltwenty-five percent (25%)” shall have in the meaning assigned to such term in Section 5.2, except that all references therein to 20% definition of Competing Proposal shall be deemed to be references to “fifty percent (50%.)”); or (bii) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii8.1(c)(ii) and all other conditions or Parent pursuant to Section 8.1(d)(ii)(y), then the Company shall pay, or cause to be paid, to Parent the Termination Fee; (b) Notwithstanding anything to the contrary set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur Agreement: (i) concurrent with termination the parties agree that in no event shall the event of any such termination by Company be required to pay the Company, or Termination Fee on more than one occasion; and (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in parties agree that the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less shall be reduced by any Expense Reimbursement previously paid by the Companyamounts as may be required to be deducted or withheld therefrom under applicable Tax Law. (c) Each Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 9.9, Parent’s right to receive payment from the Company of the Company, Termination Fee pursuant to Section 8.3(a) shall constitute the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated thereby (except that the Company shall also be obligated with respect to Section 8.3(d)). (d) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 7.3 8.3 are an integral part of Transactions. In the event that transactions contemplated by this Agreement, (ii) the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when dueis not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which such fee 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 transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of parties would not enter into this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Agreement.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If (1) (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(d)(i8.01(b)(i) (End Date) and, at the time of such termination, any of the conditions set forth in Section 7.01(b) (Required Approvals) (other than with respect to any Additional Approval), Section 7.03(d) (Absence of Burdensome Condition) (other than with respect to any Additional Approval) or, in connection with the Required Approvals other than any Additional Approval, Section 7.01(c) (No Legal Restraints) shall have not been satisfied, (B) either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(ii) (Legal Restraint) (if, and only if, the applicable Legal Restraint giving rise to such termination arises in connection with the Required Approvals other than any Additional Approvals) or (iiC) by the Company terminates this Agreement pursuant to Section 7.1(c)(i8.01(c)(ii) (Parent Terminable Breach) based on a failure by Parent to perform its covenants or agreements under Section 6.03, and in each case of the foregoing clauses (A), then(B) and (C), at the time of such termination, all other conditions to the Closing set forth in Section 7.01(a) (Company Shareholder Approval), Section 7.01(c) (No Legal Restraints) (only in the case of clauses (A) and (C), and other than Legal Restraints arising in connection with the Required Approvals other than any Additional Approvals), Section 7.03(a) (Company Representations and Warranties), Section 7.03(b) (Company Covenants) and Section 7.03(c) (No Company MAE) shall have been satisfied or waived (except for (I) those conditions that by their nature are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such event under termination, (II) other than in the case of a termination in accordance with the foregoing clause (iA), those other conditions that are still capable of being satisfied or (III) those conditions that have not been satisfied as a result of a breach of this Agreement by Parent or Merger Sub), or (2) the Company terminates this Agreement pursuant to Section 8.01(c)(iii) (Parent Failure to Close), then Parent shall pay to the Company the Parent Termination Fee. Parent shall pay the Parent Termination Fee to the Company (to an account designated in writing by the Company) prior to or concurrently with such termination of this Agreement by Parent or no later than three (3) Business Days after the date of the applicable termination by the Company. (ii) of If the Company terminates this Agreement pursuant to Section 7.3(a8.01(c)(i) (Superior Company Proposal) or Parent terminates this Agreement pursuant to Section 8.01(d)(i) (Company Adverse Recommendation Change), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (Parent the “Company Termination Fee”. The Company shall pay the Company Termination Fee to Parent (to an account designated in writing by Parent) prior to or concurrently with such termination of this Agreement by the Company pursuant to Section 8.01(c)(i) or no later than three (3) Business Days after the date of such termination of this Agreement by Parent pursuant to Section 8.01(d)(i). . (iii) If (x1) either (A) Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(i) (End Date) (but only if the Parent Termination Fee is not also payable under Section 8.02(b)(i) above) or Section 8.01(b)(iii) (No Company Shareholder Approval) or (B) Parent terminates this Agreement pursuant to Section 7.1(d)(ii8.01(d)(ii) due (Company Terminable Breach), (2) a Company Takeover Proposal shall have been publicly disclosed or made to an intentional breach by the Company after the date hereof, and not publicly withdrawn, (x) in the case of a termination pursuant to Section 8.01(b)(i) (End Date) or Section 8.01(d)(ii) (Company Terminable Breach), prior to the date of such termination, or (y) in the case of a termination pursuant to Section 8.01(b)(iii) (No Company Shareholder Approval), prior to any such termination, a Takeover Proposal has been made, then the date of the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; providedShareholders Meeting, that such closing occurs and (3) within 12 twelve (12) months after the termination date. If Parent of this Agreement, the Company shall have terminated this Agreement pursuant to Section 7.1(d)(i)entered into any Company Acquisition Agreement, or consummated any Company Takeover Proposal, then the Company shall pay the Company Termination Fee promptly, but to Parent (to an account designated in no event more than two writing by Parent) within three (23) business days Business Days after the earlier of the date of receipt of Parent’s termination noticethe Company enters into such Company Acquisition Agreement or consummates such transaction. For purposes of clause (3) of this Section 7.38.02(b)(iii), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 5.25.03, except that all references therein to the applicable percentage in the definition of “Company Takeover Proposal” shall be “50.1%” rather than “20% shall be deemed to be references to 50%or more”. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii10.01(d) and: (i) at or prior to the time of such termination an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made; and (ii) within 12 months after the date of any such termination, the Company shall have entered into a definitive agreement with respect to any Acquisition Proposal or any Acquisition Proposal is consummated (regardless of whether it is the same Acquisition Proposal), then the Company shall pay, or cause to be paid, to Parent, in cash at the earlier of the time such transaction is consummated or the time such definitive agreement is executed, a non-refundable fee in the amount of $20,625,000 (the “Termination Fee”); provided, however, for purposes of clause (ii) above, all references to “15%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.” (b) If this Agreement is terminated by: (i) Parent pursuant to Section 10.01(f); (ii) by the Company pursuant to Section 10.01(g); or (iii) by the Company pursuant to Section 10.01(d) and all other conditions the Company Board or any committee thereof made a Company Adverse Recommendation Change, then in each case, the Company shall pay to Parent the Termination Fee. In the case of termination of this Agreement in the manner set forth in Article VI clauses (excluding i) or (iii) of this Section 6.1(d10.03(b), the Termination Fee shall be paid by or on behalf of the Company within two (2) Business Days after such termination; and in the case of termination of this Agreement in the manner set forth in clause (ii) of this Section 6.2(d10.03(b), the Termination Fee shall be paid by the Company immediately prior to or concurrently with such termination. (c) shall have If this Agreement is terminated by: (i) Parent pursuant to Section 10.01(d) and: (A) at the time of such termination, each of the Offer Conditions has been satisfied or waived in accordance with the terms of this Agreement (other than (1) those conditions Offer Conditions that by their nature are to be satisfied immediately prior to the consummation of the Offer, but provided that those Offer Conditions would be satisfied if the time of the consummation of the Offer were the time of such termination, and (2) the condition set forth in clause (i) and/or (k) of Annex I); (B) at the Closing)time of such termination, the Company shall pay Financing is not available to Parent, by wire transfer, an amount which shall not exceed $600,000 Parent and which shall represent reimbursement Merger Sub; and (C) the failure of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and to receive the Transactions (such amount, Financing or the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event unavailability thereof is not attributable to a breach of any such termination by covenant or obligation of the Company, or Company contained in this Agreement; or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), 10.01(e) and: (A) Merger Sub’s failure to accept for payment and pay for the Shares in accordance with Section 2.01 within three (3) Business Days following delivery of the written notice required by Section 10.01(e)(ii) is not attributable to a breach of any covenant or obligation of the Company consummates a transaction contained in this Agreement; and (B) the Company shall have given Parent written notice at least three (3) Business Days prior to termination stating the Company’s intention to terminate this Agreement pursuant to any Takeover Proposal Section 10.01(e) and its claims pursuant to this Section 10.03(c); then Parent shall pay to the Company, a non-refundable fee in the amount of $35,750,000 (the “Reverse Termination Fee”) at the time of such termination (in the case of Section 10.03(c)(i)) or within 12 months two (2) Business Days after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid if this Agreement is terminated by the Company. (cd) Each of the Company, Company and Parent acknowledges and Merger Sub acknowledges agrees that (i) the agreements contained in this Section 7.3 10.03, are an integral part of the Transactions. In the event that , (ii) without these agreements, Parent, Merger Sub and the Company would not have entered into this Agreement and (iii) any amount payable pursuant to this Section 10.03 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub, on the one hand, or the Company, on the other hand, in the circumstances in which such amount is payable. The Parties acknowledge and agree that in no event shall fail the Company or Parent be required to pay the Expense Reimbursement Termination Fee or Reverse Termination Fee, respectively, on more than one occasion. If: (i) the Company Termination Fee fails to pay when duedue any amount payable under this Section 10.03, then: (A) the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Parent of its rights under this Section 10.03; and (B) the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to 300 basis points over the “prime rate” (as reported by Bloomberg L.P. on the date such overdue amount was originally required to be paid); and (ii) Parent fails to pay when due any amount payable under this Section 10.03, then: (A) Parent shall reimburse the Company for all costs and expenses (including fees and disbursements of counsel) incurred or accrued in connection with the collection of such overdue amount and the enforcement by the Company of its rights under this Section 10.03; and (B) Parent shall pay to the Company interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Company in full) at a rate per annum equal to 300 basis points over the “prime rate” (as reported in by Bloomberg L.P. on the date such overdue amount was originally required to be paid). (e) Notwithstanding anything to the contrary contained in this Agreement, except in the case of a willful and material breach by the Company, Parent or Merger Sub (including reasonable expenses of counseland subject to Section 10.03(d)), (i) in connection with if this Agreement is terminated under circumstances where the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee or the Reverse Termination Fee would be payable by the Company pursuant to this Section 7.310.03, the payment by the Company or Parent of such Termination Fee or Reverse Termination Fee, as applicable, shall be the sole and exclusive remedy of Parent and its Related Persons, and the Company and its Related Persons, respectively, against the Company or Parent and their respective Representatives and Affiliates, as applicable, for (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement (including relating to the Financing), (ii) in no event will Parent or any other Person being paid the Termination Fee, or the Company or any other Person being paid the Reverse Termination Fee, seek to recover any other money damages or seek any other remedy (including any remedy for specific performance, except solely in compliance with Section 11.11) based on a claim in law or equity with respect to, (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger or the Offer to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement (including relating to the Financing), and (iii) upon payment of any Termination Fee or Reverse Termination Fee in accordance with this Section 10.03, none of the Company or any Affiliates or Representatives of the Company, in the case of the Termination Fee, and none of Parent or any Affiliates or Representatives of Parent, in the case of the Reverse Termination Fee, shall have any further liability or obligation to another Party relating to or arising out of this Agreement.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If (A) either the Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii8.01(b)(i) due to an intentional breach by and, at the Company and (y) prior to any time of such termination, a Takeover Proposal has any of the conditions set forth in Section 7.01(c) or Section 7.01(d) shall have not been made, then satisfied and such failure to be satisfied arises solely in connection with the Company shall pay Required Statutory Approvals or the Parent Required Statutory Approvals, (B) either the Parent or the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated terminates this Agreement pursuant to Section 7.1(d)(i)8.01(b)(ii) (if, and only if, the Company shall pay applicable Legal Restraint giving rise to such termination arises solely in connection with the Company Termination Fee promptly, but in no event more than two Required Statutory Approvals or the Parent Required Statutory Approvals) or (2C) business days after if the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that Company terminates this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii8.01(c)(ii) based on a failure by Parent to perform its covenants or agreements under Section 6.03, and in the case of each of clauses (A), (B) and (C), at the time of such termination, all other conditions to the Closing set forth in Article VI (excluding Section 6.1(d) 7.01 and Section 6.2(d)) 7.02 shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the ClosingClosing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such termination, or those conditions that have not been satisfied as a result of a breach by Parent), then Parent shall pay to the Company a fee of $90,000,000 (the “Parent Termination Fee”) plus the Company Expenses. (ii) If (A) the Company terminates this Agreement pursuant to Section 8.01(c)(i), (B) Parent terminates this Agreement pursuant to Section 8.01(d)(i) or Section 8.01(b)(iii) or (C) Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(i) or Parent terminates this Agreement pursuant to Section 8.01(d)(ii) based on a failure by the Company to perform its obligations, covenants and agreements under this Agreement and, in each case under this clause (C), (I) prior to such termination, a Company Acquisition Proposal shall have been made public or proposed publicly to the Company or the holders of the Company Common Stock and has not been withdrawn prior to the completion of the Company Shareholders Meeting and (II) at any time after the execution of this Agreement and prior to the expiration of the twelfth (12th) month after the termination of this Agreement, the Company shall have entered into a definitive Contract with respect to, or consummated, any Company Acquisition Proposal (substituting, for purposes of this Section 8.02(b)(ii), references to “twenty percent (20%)” in the definition of “Company Acquisition Proposal” with references to “fifty percent (50%)”), then, in the case of each of clauses (A), (B) and (C), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed Parent a fee of $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses 90,000,000 (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense ReimbursementCompany Termination Fee”)) plus the Parent Expenses. Such payment The Company shall occur pay any Company Termination Fee payable pursuant to clauses (iA) concurrent with termination in the event of any such termination by the Company, or (iiB) of this Section 8.02(b)(ii) no later than two (2) business days Business Days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders date of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), relevant termination and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the any Company Termination Fee less any Expense Reimbursement previously paid by the Company. payable pursuant to clause (cC) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If 8.02(b)(ii) no later than the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount earlier of the payment at a rate equal execution of the definitive Contract with respect to 300 basis points above the prime rate relevant Company Acquisition Proposal or the consummation of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full relevant Company Termination Fee be payable by the Company pursuant to this Section 7.3Acquisition Proposal.

Termination Fees. (a) In the event that this Agreement is terminated: terminated by (i) by Company pursuant to (A) Section 6.1(d)(ii) [Parent Adverse Recommendation Change], or (B) Section 6.1(d)(iii) [Parent Non-Solicit Breach], (ii) Parent or Company pursuant to Section 6.1(b)(iv) [Parent Downvote] at a time when Company had the right to terminate this Agreement pursuant to Section 6.1(d)(ii) [Parent Adverse Recommendation Change], or (iii) Parent pursuant to Section 7.1(d)(i6.1(c)(iv) or [Parent Superior Proposal], then Parent shall pay to Company the Parent Termination Fee (iix) by in the Company pursuant to Section 7.1(c)(i), then, in any such event under case of clause (i) or clause (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 as promptly as possible (the “Company Termination Fee”). If but in any event within three (x3) Parent terminates this Agreement pursuant to Section 7.1(d)(iiBusiness Days) due to an intentional breach by the Company following such termination and (y) in the case of clause (iii), prior to any or concurrently with such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by (i) Parent pursuant to (A) Section 6.1(c)(ii) [Company Adverse Recommendation Change] or (B) Section 6.1(c)(iii) [Company Non-Solicit Breach], (ii) Parent or the Company pursuant to Section 7.1(b)(iii6.1(b)(iii) and all other conditions set forth in Article VI [Company Downvote] at a time when Parent had the right to terminate this Agreement pursuant to Section 6.1(c)(ii) [Company Adverse Recommendation Change], or (excluding iii) Company pursuant to Section 6.1(d6.1(d)(iv) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)[Company Superior Proposal], the then Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement Parent the Company Termination Fee (x) in the case of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur clause (i) concurrent with or clause (ii), as promptly as possible (but in any event within three (3) Business Days) following such termination and (y) in the case of clause (iii), prior to or concurrently with such termination. (c) In the event that this Agreement is terminated by either Party pursuant to Section 6.1(b)(i) [Termination Date] and at the time of any such termination by termination, (i) the Company, or Parent Stockholder Approval shall not have been obtained and (ii) no later than two Company would have been permitted to terminate this Agreement pursuant to Section 6.1(d)(ii) [Parent Adverse Recommendation Change], and in each case of clauses (2i) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if and (ii) a Takeover Parent Acquisition Proposal has been made publicly proposed or otherwise publicly communicated to Parent’s stockholders or the Parent Board and publicly announced before remains outstanding at the time of the Parent Meeting, then Parent shall pay to Company the Parent Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (d) In the event that this Agreement is terminated by either Party pursuant to Section 6.1(b)(i) [Termination Date] and at the time of such termination, (i) the Company Requisite Shareholder Vote shall not have been obtained and (ii) Parent would have been permitted to terminate this Agreement pursuant to Section 6.1(c)(ii) [Company Adverse Recommendation Change], and in each case of clauses (i) and (ii) a Company Acquisition Proposal has been voted on by publicly proposed or otherwise publicly communicated to Company’s shareholders or the shareholders Company Board and remains outstanding at the time of the Company Meeting, then Company shall pay to Parent the Company Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (e) In the event that (i) prior to the Company Meeting, a Company Acquisition Proposal is publicly proposed or otherwise publicly communicated to Company, ’s shareholders or the Company Board and remains outstanding three (3) Business Days prior to the time of the Company Meeting and (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the 6.1(b)(i) [Termination Date] or Section 6.1(b)(iii) [Company consummates a transaction Downvote] or by Parent pursuant to any Takeover Proposal Section 6.1(c)(i) [Company Terminable Breach] and concurrently with or within 12 months after any such termination datedescribed in clause (ii), Company or any Subsidiary of Company enters into a definitive agreement with respect to, or otherwise consummates, any Company Acquisition Proposal (substituting 50% for the 20% threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 6.3(e)), then concurrently with the closing of such transaction, the Company shall pay to Parent the Company Termination Fee less as promptly as possible (but in any Expense Reimbursement previously paid by event within three (3) Business Days) following the Companyearlier of the entry into such definitive agreement or consummation of such Company Acquisition Proposal. (cf) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that (i) prior to the Company shall fail Parent Meeting, a Parent Acquisition Proposal is publicly proposed or otherwise publicly communicated to pay the Expense Reimbursement Parent’s stockholders or the Company Termination Fee when due, Parent Board and remains outstanding three (3) Business Days prior to the Company shall reimburse time of the Parent Meeting and Merger Sub for all reasonable costs and expenses actually incurred or accrued (ii) this Agreement is terminated by Parent or Merger Sub Company pursuant to Section 6.1(b)(i) [Termination Date] or Section 6.1(b)(iv) [Parent Downvote] or by Company pursuant to Section 6.1(d)(i) [Parent Terminable Breach] and concurrently with or within 12 months after any such termination described in clause (including reasonable expenses ii), Parent or any Subsidiary of counsel) Parent enters into a definitive agreement with respect to, or otherwise consummates, any Parent Acquisition Proposal (substituting 50% for the 20% threshold set forth in connection with the collection under and enforcement definition of this Section 7.3. If the Company fails to promptly make any payment required “Acquisition Proposal” for all purposes under this Section 7.3 and 6.3(f)), then Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on to Company the amount Parent Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the payment at entry into such definitive agreement or consummation of such Parent Acquisition Proposal. (g) As used in this Agreement, (i) “Company Termination Fee” shall mean a rate cash amount equal to 300 basis points above the prime rate of Citibank N.A. $127,000,000, and (or its successors or assignsii) in effect on the date the payments was payable hereunder. In no event “Parent Termination Fee” shall an mean a cash amount more than one full Company Termination Fee be payable by the Company pursuant equal to this Section 7.3$240,000,000.

Termination Fees. (a) In the event that If this Agreement is terminated: (i) by Parent terminated pursuant to (a) Section 7.1(d)(i7.1(d) or (iib) by Section 7.1(e), and if the Company pursuant is not at that time entitled to terminate this Agreement by reason of Section 7.1(c)(i), then, in any such event under clause (i7.1(b) or (ii) of this Section 7.3(a7.1(c), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent promptly (and in any event within two days of receipt by the Company Termination Fee at of written notice from the closing Parent) pay to the Parent (by wire transfer of immediately available funds to an account designated by the Parent) concurrently with the execution of a definitive agreement with respect to any Alternative Proposal, a termination fee of $15,000,000 plus an amount equal to documented fees and expenses incurred by or on behalf of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub its affiliates and investors in connection with this Agreement and the Transactions up to an aggregate maximum amount of $2,500,000; provided, however, that the Company shall not be obligated to pay such fee to the Parent if this Agreement is terminated pursuant to Section 7.1(d) unless (such amounta)(i) at the time of the Company Meeting, the “Expense Reimbursement”). Such payment shall occur Company has received an Alternative Proposal (ia "Pending Proposal") concurrent with termination in the event of any such termination by the Company, ---------------- or (ii) no later than two prior to the termination of this Agreement the Board of Directors of the Company shall have withdrawn, or modified in a manner adverse to the Parent, its approval or recommendation of the Merger and the other Transactions, and (2b) business days within one year after the Company’s receipt termination of Parent’s termination notice in this Agreement, the event of Company enters into a definitive agreement or otherwise consummates with any person such or any other Alternative Proposal, and, provided, further, that if such termination by Parent. In additionfee becomes payable as a result of a termination pursuant to Section 7.1(d), if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by then such termination fee shall be paid promptly following the shareholders earlier of the Companyexecution of such definitive agreement providing for an Alternative Proposal and the consummation of an Alternative Proposal, as the case may be. (b) If (i) this Agreement is terminated by Parent or the Company pursuant to (i) Section 7.1(b)(iii7.1(b) and (ii) Parent is not at that time entitled to terminate this Agreement by reason of Section 7.1(c) or 7.1(d), and (iii) Parent has not received an Acceptable FCC Order, and (iv) the conditions set forth in Sections 6.1(c) and 6.2(a), (b), (c) and (e) have been, or if the FCC Order had been obtained, would have been, otherwise satisfied, then Parent shall promptly (and in any event within two days of receipt by Parent of written notice from the Company) pay to the Company consummates a transaction pursuant (by wire transfer of immediately available funds to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid an account designated by the Company. (c) Each a termination fee of $17,500,000; provided, however, that Parent shall not be obligated to pay such fee to the Company if the sole reason that Parent and Sub have failed to obtain the Acceptable FCC Order is due to changes, after the date hereof, in the Communications Act or the rules and regulations of the CompanyFCC, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount effect as of the payment at a rate equal date hereof (except those which have been proposed in formal rulemaking proceedings and have been subject to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on public comment prior to the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3hereof).

Termination Fees. (a) In the event that this Agreement is terminated: Company Termination Fee; No Vote Fee. (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptlyIf, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3only if, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by (A) Parent pursuant to Section 8.01(c)(ii) or either Parent or the Company pursuant to Section 7.1(b)(iii8.01(b)(i) and all other (but only if at the time of such termination each of the conditions set forth in Article VI (excluding Section 6.1(d) and 7.01 have been satisfied except for the condition set forth in Section 6.2(d7.01(a)) or Section 8.01(b)(ii), and in any such case (1) prior to the date of such termination (or the date of the Company Meeting in the case of termination pursuant to Section 8.01(b)(ii)), an Acquisition Proposal shall have been satisfied communicated to the executive management of the Company or waived the Company Board or shall have been publicly disclosed and (other than those conditions 2) within twelve (12) months after such termination, (x) the Company enters into a definitive agreement with respect to any Qualifying Acquisition Transaction with a Third Party that is thereafter consummated or (y) the Company consummates the transactions contemplated by their nature are any Qualifying Acquisition Transaction with a Third Party, which, in the case of (x) or (y), need not be the same Acquisition Proposal described in clause (1) above; (B) the Company pursuant to be satisfied at the ClosingSection 8.01(d)(i); or (C) Parent pursuant to Section 8.01(c)(i); then, in any such case, the Company shall pay pay, or cause to be paid, to Parent or Parent’s designee(s), by wire transferas the case may be, an amount which shall not exceed equal to $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions 80,000,000 (such amount, the “Expense ReimbursementCompany Termination Fee”) (subject to any credit under Section 8.03(d)(i)(B). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or ). (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In additionIf, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Companybut only if, this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b)(iii8.01(b)(ii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay pay, or cause to be paid, to Parent or Parent’s designee(s), as the case may be, an amount equal to $21,000,000 (such amount, the “No Vote Fee”). (iii) Notwithstanding anything to the contrary in this Section 8.03(a), but subject to Section 8.02 if the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Companyis paid, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when dueshall constitute liquidated damages, the and from and after such termination, Company shall reimburse Parent and Merger Sub have no further liability of any kind for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) any reason in connection with this Agreement or the collection under and enforcement of this Section 7.3. If termination contemplated hereby other than the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee (and any related amounts owing pursuant to Section 8.03(d)) and such payments shall be payable by the sole and exclusive remedy under this Agreement of Parent, Merger Sub and their respective Subsidiaries against the Company pursuant and the Company Related Parties in the event of a termination of this Agreement giving rise to this Section 7.3the payment of the Company Termination Fee.

Termination Fees. (a) In the event that this Agreement is terminated: terminated (i) by Parent pursuant to Section 7.1(d)(i) or 7.1(d), (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i7.1(e) or (iiiii) (A) by Parent pursuant to Section 7.1(f) or (B) by either the Company or Parent pursuant to Section 7.1(c), and in the case of this Section 7.3(aclause (iii), at the time of such termination an Acquisition Proposal had been made and not withdrawn (except in each case the references therein to “20%” shall be replaced by “50%”), and within twelve (12) months after such termination, the Company has entered into a definitive agreement relating to or consummated an Acquisition Proposal (except the references therein to “20%” shall be replaced by “50%”), then in each case, the Company shall pay to Parent, by wire transfertransfer of immediately available funds, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated either (i) by the Company or Parent (A) pursuant to Section 7.1(b), if the relevant Order permanently restraining, enjoining or otherwise prohibiting or Law preventing or making illegal the consummation of the Merger relates to a failure to obtain the necessary clearances, approvals or authorizations under the HSR Act or (B) pursuant to Section 7.1(c) as a result of the failure to satisfy the conditions set forth in Section 6.1(c), or (ii) by the Company pursuant to Section 7.1(b)(iii7.1(h) and all other conditions set forth in Article VI (excluding or Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing7.1(i), the Company then Parent shall pay to Parentthe Company, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement transfer of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amountimmediately available funds, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the CompanyFee. (c) In the event that (i) the Company delivers a Breach Escrow Election Notice to Parent in accordance with Section 7.4(a) and (ii) (A) the Company terminates this Agreement pursuant to Section 7.1(j) or (B) (1) this Agreement is terminated thereafter for any other reason and (2) there has not been a willful and material breach of this Agreement by the Company that was a cause of the failure of the Closing to occur, then Parent shall pay to the Company, by wire transfer of immediately available funds, or cause to be paid to the Company (including via Section 7.4(c)), the Parent Termination Fee. (d) For the avoidance of doubt, the Parent Termination Fee may not be paid more than once. (e) Each of the Company, Parent and Merger Sub parties acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of the Transactions, (ii) each of the Company Termination Fee and the Parent Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which the Company Termination Fee or the Parent Termination Fee, as applicable, 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 Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, Parent and the Company would not enter into this Agreement. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, or Parent shall fail to pay the Company Parent Termination Fee when due, such party shall reimburse Parent and Merger Sub the other party for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub such party (including reasonable fees and expenses of counsel) in connection with any action taken to collect payment of such amounts, together with interest on such unpaid amounts at the collection prime lending rate prevailing during such period as published in the Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid to the date of actual payment. (f) Except for (i) an Order of specific performance as and only to the extent expressly permitted by Section 8.13, and (ii) the Company’s rights as a third party beneficiary under the Equity Commitment Letter, the Company’s right to receive the Parent Termination Fee when payable pursuant to Section 7.3(b), and enforcement the Company’s right to seek damages following termination pursuant to Section 7.2 (solely against Parent and each of this Merger Sub and the Sponsor to the extent provided in the Guarantee and, to the extent permitted by the proviso set forth in Section 7.3. If 7.2), shall constitute the exclusive remedies of the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for paymentagainst Parent, Merger Sub, the Company shall indemnify Sponsor, the Parent Financing Sources or any of their respective former, current or future general or limited partners, stockholders, equity holders, controlling Person, members, managers, agents, Representatives, Affiliates or assignees (collectively, the “Parent Related Parties”) for its fees and expenses all losses or damages suffered as a result of the failure of the Transactions to be consummated (including attorneys fees and expensesfor any reason or for no reason or otherwise) incurred or for a breach or failure to perform hereunder or under the Guarantee, the Equity Commitment Letter, any certificate or other document delivered in connection with such suit herewith or therewith or otherwise or in respect of any oral representation made or alleged to have been made in connection herewith or therewith. Notwithstanding anything to the contrary contained in this Agreement, (i) under no circumstances will the Company be entitled to, and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more the Company seek to recover, monetary damages from any Parent Related Party (other than one full Parent, Merger Sub or the Sponsor pursuant to the Guarantee), (ii) in no event shall the Company Termination Fee be payable entitled to seek or obtain any consequential damages that were not reasonably foreseeable or special or punitive damages from any Parent Related Party and (iii) in no event shall any amounts recovered from Parent or Merger Sub or Sponsor be in excess of the Maximum Amount (as defined in the Guarantee). For the avoidance of doubt, in no case shall the Company be entitled to receive both a grant of specific performance pursuant to Section 8.13 that results in a Closing at which the Per Share Merger Consideration is received by the Company pursuant to this Section 7.3Company’s stockholders and monetary damages.

Termination Fees. (a) In the event that If this Agreement is terminated: (iterminated by either the Company or Parent pursuant to Section 9.1(b)(i) or Section 9.1(b)(iii) or by Parent pursuant to Section 7.1(d)(i9.1(c), and, after the date hereof and prior to the termination of this Agreement, the Company (i) receives or has received an Acquisition Proposal with respect to the Company or any Company Subsidiary that has been publicly announced or otherwise communicated to the Company Board prior to the time of the Company Stockholder Meeting (with respect to a termination under Section 9.1(b)(i)) or prior to the date of termination of this Agreement (with respect to a termination under Section 9.1(b)(iii) or Section 9.1(c)), and (ii) by before the date that is twelve (12) months after the date of termination of this Agreement, any transaction or series of related transactions included within the definition of an Acquisition Proposal is consummated or the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the a Company shall pay to Parent, by wire transfer, Subsidiary enters into an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Acquisition Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been madethat is later consummated, then the Company shall pay Parent pay, or cause to be paid, to Parent, subject to the Company provisions of Section 9.4(a), the Termination Fee at by wire transfer of same day funds to an account designated by Parent, not later than the closing consummation of the such transaction pursuant to the Takeover Proposalarising from such Acquisition Proposal or such executed Acquisition Agreement; provided, however, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For for purposes of this Section 7.39.3(a), the term references to “Takeover Proposal20%” shall have in the meaning assigned to such term in Section 5.2, except that all references therein to 20% definition of Acquisition Proposal shall be deemed to be references to “50%.” (b) In the event that If this Agreement is terminated by Parent or (i) the Company pursuant to Section 7.1(b)(iii9.1(e) and all other conditions set forth or (ii) Parent pursuant to Section 9.1(f), then, in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)each case, the Company shall pay pay, or cause to be paid, to Parent, subject to the provisions of Section 9.4(a), the Termination Fee by wire transfertransfer of same day funds to an account designated by Parent, an amount which shall not exceed $600,000 and which shall represent reimbursement either prior to or concurrently with the occurrence of documented out-of-pocket costs and expenses such termination (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event case of any such termination by the Company, Section 9.1(e)) or (ii) no later than within two (2) business days after the Company’s receipt Business Days of Parent’s such termination notice (in the event case of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii9.1(f), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company). (c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that: (i) under no circumstances shall the Company be required to pay the Termination Fee on more than one occasion; and (ii) if this Agreement is terminated under circumstances in which the Company is required to pay the Termination Fee pursuant to Section 9.3(a) or Section 9.3(b) and the Termination Fee is paid to Parent (or its designee), the payment of the Termination Fee will be the Parent Parties’ sole and exclusive remedy against the Company Parties arising out of or relating to this Agreement, except in the case of Fraud or a Willful Breach of this Agreement by any of the Company Parties. (d) Each of the Company, Parent and Merger Sub Parties hereto acknowledges that (i) the agreements contained in this Section 7.3 9.3 are an integral part of Transactionsthe transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such amounts are due and 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 transactions contemplated hereby, which amounts would otherwise be impossible to calculate with precision, and (iii) without these agreements, Parent would not enter into this Agreement. In Accordingly, if the event Company fails to timely pay any amount due pursuant to this Section 9.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in this Section 9.3, such that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay suit, together with interest on such amount at the amount annual rate of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) as published in effect The Wall Street Journal, Eastern Edition on the date of payment for the payments period from the date such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee required to be payable made through the date such payment was actually received, or such lesser rate as is the maximum permitted by the Company pursuant to this Section 7.3applicable Law.

Termination Fees. (a) In the event that (i) this Agreement is terminated: (i) terminated by Parent EUA pursuant to Section 7.1(d)(i9.01(e) or (ii) any person or group shall have made an Alternative Proposal that has not been withdrawn and this Agreement is terminated by the Company (A) NEES pursuant to Sectxxx 9.01(c) or Section 9.01(g) or (B) by EUA pursuant to Section 7.1(c)(i), then9.01(b) and, in any such event under the case of this clause (i) or (ii) of this Section 7.3(a)only, the Company a definitive agreement with respect to such Alternative Proposal is executed within two years after such termination, then EUA shall pay to ParentNEES, by wire transfertransfex xx same day funds, either on the date contemplated in Section 9.01(e) if applicable, or otherwise, within five (5) business days after such termination, a termination fee of $20 million, plus an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach all documented out-of-pocket expenses and fees incurred by the Company and (y) prior to any such terminationNEES arising out of, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i)xx xn connection with or related to, the Company shall pay Merger and other transactions contemplated hereby, not in excess of $5 million in the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%aggregate. (b) In the event that this Agreement is terminated by Parent either NEES or the Company EUA pursuant to Section 7.1(b)(iiixx Xection 9.01(b) and all other at the time of such termination (i) the conditions to the Closing set forth in Section 8.01(d) shall not have been fulfilled, (ii) if the date o f termination is any date other than a date which is on or after the Extended Termination Date, all conditions contained in Article VI (excluding Section 6.1(dVIII other than Sections 8.01(d) and Section 6.2(d)or 8.03(c) shall have been satisfied fulfilled or waived are capable of being fulfilled as of such date, and (other than those conditions that iii) the merger contemplated by their nature are to be satisfied at the Closing)National Grid Merger Agreement has not yet been consummated, the Company then NEES shall pay to ParentEUA, by xx wire transfertransfer of same day funds, within five (5) business days after such termination, a termination fee of $10 million, plus an amount which shall not exceed $600,000 and which shall represent reimbursement of equal to all documented out-of-pocket costs expenses and expenses (including the costs and expenses of counsel) fees incurred by Parent and Merger Sub EUA arising out of, or in connection with this Agreement and the Transactions (such amountor related to, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination Merger and other transactions contemplated hereby, not in excess of $5 million in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companyaggregate. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that this Agreement is terminated: If: (i) by either Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii8.01(b)(i) due to an intentional breach by or 8.01(b)(ii) and, at the Company and (y) prior to any time of such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing all of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) Sections 7.01 and Section 6.2(d)) shall 7.03 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing; provided that such conditions would have been satisfied on the date of termination if the Closing occurred on such date) or waived, other than those conditions set forth in Section 7.01(b) or 7.01(c) (with respect to Section 7.01(c), solely to the extent that such Restraint arises under the HSR Act or any other Review Law); or (ii) (A) Company terminates this Agreement pursuant to Section 8.01(c)(i) or 8.01(c)(ii) or (B) Parent terminates this Agreement pursuant to Section 8.01(b)(i), if at such time Company could have validly terminated this Agreement pursuant to Section 8.01(c)(i) or 8.01(c)(ii); then, in either case, Parent shall pay to Parent, by wire transfer, an amount which shall not exceed Company $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses 71,110,000 (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense ReimbursementParent Termination Fee”)) in immediately available funds to an account designated by Company. Such payment shall occur be due (ix) concurrent concurrently with termination in the event by Parent or (y) within two Business Days after written notice of any such termination by Company (as applicable). Parent shall not be obligated to make more than one payment pursuant to this Section 8.03(a). (b) If (A) the CompanyCSG-Vista Outdoor Merger Agreement is terminated, or (iiB) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated (x) by Parent pursuant to Section 8.01(d)(ii) or (y) by Parent or the Company pursuant to Section 7.1(b)(iii8.01(b)(i) or Section 8.01(b)(iii) (unless, in the case of termination pursuant to this clause (y), and the at such time Company consummates a transaction could have validly terminated this Agreement pursuant to any Takeover Proposal within 12 months after Section 8.01(c)(i) or 8.01(c)(ii)) and (C) Vista Outdoor is, either concurrently with such termination dateof the CSG-Vista Outdoor Merger Agreement or at anytime thereafter, required to pay to CSG the Vista Outdoor Termination Fee pursuant to Section 8.03(b) of the CSG-Vista Outdoor Merger Agreement, then concurrently Vista Outdoor shall pay, or shall cause Company to pay, to Parent $28,125,000 (the “Company Termination Fee”) in immediately available funds to an account designated by Parent. Such payment shall be due simultaneously with the closing payment of such transaction, the Vista Outdoor Termination Fee pursuant to Section 8.03(b) of the CSG-Vista Outdoor Merger Agreement. Neither Vista Outdoor nor Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companybe obligated to make more than one payment pursuant to this Section 8.03(b). (c) Each of the Company, Parent and Merger Sub parties hereto acknowledges that the agreements contained in this Section 7.3 8.03 are an integral part of the Transactions. In the event , and that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when duewithout these agreements, the Company shall reimburse Parent other parties hereto would not enter into this Agreement and Merger Sub for all reasonable costs and expenses actually incurred each other Transaction Document to which it is a party. Accordingly, if Vista Outdoor or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with Parent, as the collection under and enforcement of this Section 7.3. If the Company case may be, fails to promptly make pay any payment required under amount due pursuant to this Section 7.3 8.03, and, in order to obtain payment of such amount, Parent or Company, as the case may be, commences an Action which results in a final, non-appealable order against the other requiring the payment set forth in this Section 8.03, such paying party shall pay or cause to be paid to the other party, as applicable, its reasonable and Parent commences a suit for payment, the Company shall indemnify Parent for its fees documented costs and expenses (including attorneys fees reasonable and expensesdocumented attorneys’ fees) incurred in connection with such suit and shall pay Action, together with interest on such due and unpaid amount pursuant to this Section 8.03 at the amount rate of the payment at a rate equal to 300 basis points above (i) the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such amount was required to be paid plus (ii) 2% through the payments date such payment was actually received. (d) Subject in all respects to Section 8.02, Company’s injunction, specific performance and equitable relief rights and related rights set forth in Section 9.12 and Section 8.03(c), in the event the Parent Termination Fee is paid to Company in circumstances under which the Parent Termination Fee is payable hereunderpursuant to Section 8.03(a), payment of the Parent Termination Fee (which, for the avoidance of doubt, shall be payable to Company solely in the circumstances described in Section 8.03(a)) shall be the sole and exclusive remedy (whether at Law or in equity, whether in contract or in tort or otherwise) of Vista Outdoor, Company and its Subsidiaries against Parent, Merger Sub or any of their respective former, current or future general or limited partners, stockholders, financing sources (including the Debt Financing Sources and the Equity Financing Sources), managers, members, directors, officers or Affiliates (collectively, the “Parent Related Parties”) for any and all losses, damages, fees, costs and expenses suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement or the Transactions, and upon payment of the Parent Termination Fee, none of the Parent Related Parties shall have any further Liability relating to or arising out of this Agreement or the Transactions. In no event shall an Company be entitled to seek or obtain any recovery or judgment in excess of the aggregate amount more than one full of the Parent Termination Fee and any amounts payable pursuant to Section 6.13 or Section 8.03(c) against the Parent, Merger Sub and or any other Parent Related Parties, including for any type of damage relating to this Agreement or the Transactions, whether at law or in equity, in contract, in tort or otherwise. (e) Subject in all respects to Section 8.02, Parent’s injunction, specific performance and equitable relief rights and related rights set forth in Section 9.12 and Section 8.03(c), in the event the Company Termination Fee is paid to Parent in circumstances under which the Company Termination Fee is payable pursuant to Section 8.03(b), payment of the Company Termination Fee (which, for the avoidance of doubt, shall be payable by to Parent solely in the circumstances described in Section 8.03(b)) shall be the sole and exclusive remedy (whether at Law or in equity, whether in contract or in tort or otherwise) of Parent, Merger Sub and the other Parent Related Parties against Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, “Company Related Parties”) for any and all losses, damages, fees, costs and expenses suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise relating to or arising out of this Agreement or the Transactions, and upon payment of the Company pursuant Termination Fee, none of the Company Related Parties shall have any further Liability relating to or arising out of this Section 7.3Agreement or the Transactions.

Termination Fees. (a) In the event that this Agreement is terminated: If: (i) by Parent terminates this Agreement pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause clauses (i) or (iii) of Section 7.1(g); (ii) Company terminates this Agreement pursuant to Section 7.1(h); or (iii) Parent or Company terminates this Agreement pursuant to Section 7.1(b) or Section 7.1(d) or Parent terminates this Agreement pursuant to clause (ii) of Section 7.1(g) and, in the case of such termination, (A) at any time after the date of this Section 7.3(a)Agreement and prior to such termination an Acquisition Proposal shall have been publicly announced or otherwise publicly communicated to the Company Board or shareholders of Company and not publicly withdrawn (such Acquisition Proposal, the “Outstanding Proposal”) and (B) prior to the date that is twelve (12) months after the effective date of such termination, Company enters into a definitive agreement with respect to the Outstanding Proposal and the Outstanding Proposal is subsequently consummated (whether or not such consummation occurs within such twelve-month period); provided that references to “more than fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “more than fifty percent (50%)”, then Company shall pay to Parent, by wire transfer, an amount Parent a termination fee equal to $1,300,000 9,000,000 (the “Company Termination Fee”). If , by wire transfer of immediately available funds to one or more accounts designated in writing by Parent, (x) Parent terminates this Agreement in the case of termination pursuant to Section 7.1(d)(iiclause (i) due to an intentional breach by the Company and (y) prior to any such terminationabove, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after Business Days of the date of receipt such termination, (y) in the case of Parent’s clause (ii) above, concurrently with or prior to the date of such termination notice. For purposes and (z) in the case of this Section 7.3clause (iii) above, not later than the term “Takeover second Business Day following the date on which Company consummates the transaction with respect to the Outstanding Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the no event that this Agreement is terminated by Parent or the shall Company pursuant be required to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by on more than one occasion whether or not the CompanyCompany Termination Fee may be payable at the same or at different times and/or based upon the occurrence of different events. (c) Each In the circumstances in which the Company Termination Fee is paid in accordance with Section 7.3(a), Parent’s receipt of the CompanyCompany Termination Fee from Company pursuant to Section 7.3(a) shall, Parent subject to Section 7.3(d), be deemed to be liquidated damages and not a penalty; provided, however, that nothing in this Section 7.3(c) shall limit the rights of Parent, Merger Sub acknowledges or Company under Section 8.11 and in no event shall a party’s liability for fraud or willful and material breach of this Agreement be so limited. (d) The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement; accordingly, if Company fails to promptly pay the amount due pursuant to Section 7.3(a) and, to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against Company for the amount set forth in Section 7.3(a), then Company shall fail to pay the Expense Reimbursement Parent’s or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all Sub’s reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counselattorneys’ fees) in connection with the collection under and enforcement of such suit. All amounts payable pursuant to this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company 7.3(d) shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay accrue interest on the amount of the payment at a rate equal to 300 basis points above the prime lending rate of Citibank N.A. (or its successors or assigns) published in the Wall Street Journal and in effect on the date of payment, with such interest being payable in respect of the payments period from the date that payment was payable hereunder. In originally required to be made pursuant to Section 7.3(a) through the date of payment. (e) Notwithstanding anything to the contrary in this Agreement, in the event that this Agreement is terminated or deemed terminated as described in Section 7.3(a), Parent’s receipt of the Company Termination Fee pursuant to Section 7.3(a) shall, subject to Section 7.3(d), be the sole and exclusive remedy of Parent, Merger Sub and their respective Affiliates against Company, its Subsidiaries and any of their respective former, current, or future shareholders, directors, officers, Affiliates or agents for any loss or damages suffered as a result of any breach of any representation, warranty, covenant or agreement or the failure of the Merger to be consummated; provided, however, that nothing in this Section 7.3(e) shall limit the rights of Parent, Merger Sub or Company under Section 8.11 and in no event shall an amount more than one full Company Termination Fee a party’s liability for fraud or willful and material breach of this Agreement be payable by the Company pursuant to this Section 7.3so limited.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent Buyer or the Company pursuant to Sellers under (A) Section 7.1(b)(iii10.01(b), (B) Section 10.01(c), (C) Section 10.01(d), (D), Section 10.01(f), (E) Section 10.01(g), (F) Section 10.01(j) or (G) Section 10.01(k); and all other of the conditions set forth in Article VI Sections 9.02(a), (excluding Section 6.1(db) and Section 6.2(d)(c) shall have been satisfied or waived as of the date of such termination, then in each such case, within three (other than those conditions that by their nature are to be satisfied at the Closing)3) Business Days after termination of this Agreement, the Company Buyer shall pay to Parent, Sellers the Buyer Termination Fee by wire transfertransfer of immediately available funds to an account designated by Sellers as promptly as possible (but in any event within three (3) Business Days) following termination of this Agreement; provided, an amount which shall not exceed $600,000 in the case of (A) through (G) hereof, that the event, action or inaction giving rise to such termination was primarily related to a failure to obtain the Gaming Approvals and which shall represent reimbursement that Sellers’ (or the Company’s) failure to fulfill any obligation of documented out-of-pocket costs and expenses Sellers (including or the costs and expenses of counselCompany) incurred by Parent and Merger Sub in connection with under this Agreement and did not materially contribute to such failure to obtain the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or Gaming Approvals. (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in In the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, that this Agreement is terminated by Parent Buyer or Sellers (as applicable) under (A) Section 10.01(c) and any of the Company pursuant to Section 7.1(b)(iiiconditions set forth in Sections 9.02(a), (b) and (c) have not been satisfied as of the date of such termination, (B) Section 10.01(e), (C) Section 10.01(h), (D) Section 10.01(i), or (E) Section 10.01(g) and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after Gaming Approvals have been obtained and all of the conditions set forth in Sections 9.03 have been satisfied as of the date of such termination datetermination, then concurrently with Sellers shall pay to Buyer the closing Seller Termination Fee by wire transfer of immediately available funds to an account designated by Buyer as promptly as possible (but in any event within three (3) Business Days) following termination of this Agreement; provided, in the case of (A) through (E) hereof, that Buyer’s failure to fulfill any obligation of Buyer under this Agreement did not materially contribute to the events or circumstances that gave rise to the right of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companytermination. (ciii) Each of the Company, Parent Sellers and Merger Sub Buyer acknowledges that the agreements contained in this Section 7.3 10.02(c) are an integral part of Transactionsthe transactions contemplated by this Agreement, that without these agreements Sellers and Buyer would not have entered into this Agreement, and that any amounts payable pursuant to this Section 10.02(c) do not constitute a penalty. In If Buyer (in the event that case of Section 10.02(c)(i)) or Sellers (in the Company shall fail case of Section 10.02(c)(ii)) fail(s) to pay the Expense Reimbursement or termination fee required under such Section within three (3) Business Days following termination of this Agreement (i) the Company Termination Fee when due, breaching party shall promptly upon written request reimburse the Company shall reimburse Parent and Merger Sub for non-breaching party(ies) all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys legal fees and expenses) incurred in connection with such suit by the non-breaching party(ies) to enforce this Section 10.02(c) and (ii) shall pay interest on the amount of the payment applicable termination fee at a rate equal to 300 basis points above the prime rate of Citibank N.A. ten percent (or its successors or assigns10%) in effect on per annum, compounded annually, from the day immediately following such third Business Day through and including the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3of payment.

Termination Fees. (a) In the event that If, but only if, this Agreement is terminated: terminated by: (i) by Parent pursuant to Section 7.1(d)(i8.01(c)(ii) or (ii) by either Parent or the Company pursuant to Section 7.1(c)(i8.01(b)(i) or Section 8.01(b)(ii), and in any such case (x) prior to such termination (or the Stockholders’ Meeting in the case of termination pursuant to Section 8.01(b)(ii)), an Acquisition Proposal shall have been communicated to the management of the Company or the Company Board or shall have been publicly disclosed and not irrevocably withdrawn prior to such date and (y) within eighteen (18) months after such termination, (1) the Company enters into a Competing Acquisition Arrangement with a Third Party that is thereafter consummated, (2) the Company consummates the transactions contemplated by any Acquisition Proposal with a Third Party, or (3) the Company Board recommends an Acquisition Proposal with a Third Party to the Company’s stockholders that is later consummated, which in the case of (1), (2) or (3), need not be the same Acquisition Proposal described in clause (x) above (provided that, for purposes of this Section 8.03, references to “20%” in the definition of Acquisition Transaction shall be deemed to be references to “50%”); (ii) the Company pursuant to Section 8.01(d)(i); or (iii) Parent pursuant to Section 8.01(c)(i); then, in any such event under clause (i) or (ii) of this Section 7.3(a)case, the Company shall pay pay, or cause to be paid, to Parent or Parent’s designee(s), by wire transferas the case may be, an amount equal to $1,300,000 36,000,000 (the “Company Termination Fee”). If . (b) Any payments required to be made under Section 8.03(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (w) in the case of Section 8.03(a)(i), on the same day as the consummation of any transactions contemplated by an Acquisition Proposal, (x) in the case of Section 8.03(a)(ii), immediately prior to or concurrently with such termination, and (y) in the case of Section 8.03(a)(iii), promptly, but in no event later than two (2) Business Days after the date of such termination. (c) If the Agreement is terminated by the Company pursuant to Section 8.01(d)(ii) or Section 8.01(d)(iii), then Parent terminates shall pay, or cause to be paid, to the Company an amount equal to $72,000,000 (the “Parent Termination Fee”) by wire transfer of same day funds to the account or accounts designated by the Company not later than two (2) Business Days after the date of such termination. (d) Notwithstanding any other provision of this Agreement to the contrary, the Company acknowledges and agrees on behalf of itself and its Affiliates that termination of this Agreement pursuant to Section 7.1(d)(ii8.01(d)(ii) due or Section 8.01(d)(iii) and the receipt of the Parent Termination Fee (in circumstances in which it is payable) shall (x) constitute the sole and exclusive remedy under this Agreement of the Company and each of its Affiliates and Representatives and holders of Shares and any other Company Related Party, and (y) be deemed to an intentional breach be liquidated damages, for any and all losses or damages suffered or incurred by the Company and its Affiliates and Representatives, holders of Shares and any other Company Related Party in connection with or as a result of any breach of any representation, warranty, covenant or agreement or the failure of the transactions contemplated hereby to be consummated or any matter forming the basis for termination of this Agreement, and none of the Company and its respective Affiliates or Representatives, any holder of Shares or any other Company Related Party shall be entitled to bring or maintain any Proceeding against Parent, Merger Sub, any Parent Related Party or any of their respective Affiliates or Representatives arising out of or in connection with this Agreement, the Merger, the Debt Financing, or any of the other transactions contemplated hereby or thereby (yor the abandonment or termination thereof) prior to or any matters forming the basis for such termination, a Takeover Proposal has been made, then . The Company shall not be entitled to specific performance under Section 9.09 if the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have has terminated this Agreement pursuant to Section 7.1(d)(i8.01(d)(ii) or Section 8.01(d)(iii) and Parent has paid in full the Parent Termination Fee as provided in Section 8.03(c), and in no event shall the Company shall pay or its Affiliates be permitted or entitled to receive both a grant of specific performance of Parent’s and Merger Sub’s obligations to cause the Closing to occur pursuant to Section 2.02 and the Parent Termination Fee. (e) Notwithstanding any other provision of this Agreement to the contrary, Parent acknowledges and agrees on behalf of itself and its Affiliates that, (i) in the event of termination of this Agreement in a circumstance in which the Company Termination Fee promptlybecomes payable to Parent pursuant to Section 8.03(a)(i), but in no event more than two (2Section 8.03(a)(ii) business days after or Section 8.03(a)(iii), the date of receipt of Parent’s termination notice. For purposes the Company Termination Fee shall (except in the case of any willful breach or fraud, to which the limitations set forth in this Section 7.3subsection (e) shall not apply) (x) constitute the sole and exclusive remedy under this Agreement of Parent and each of its Affiliates and Representatives and any other Parent Related Party, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall and (y) be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) liquidated damages, for any and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied losses or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) damages suffered or incurred by Parent and Merger Sub its Affiliates and Representatives and any other Parent Related Party in connection with or as a result of any breach of any representation, warranty, covenant or agreement or the transactions contemplated hereby to be consummated or any matter forming the basis for termination of this Agreement Agreement, and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (iii) concurrent with termination in the event of any such termination by of this Agreement in a circumstance in which the CompanyCompany Termination Fee becomes payable to Parent pursuant to Section 8.03(a)(i), Section 8.03(a)(ii) or (ii) no later than two (2) business days after the CompanySection 8.03(a)(iii), then, following Parent’s receipt of Parent’s termination notice the Company Termination Fee, none of Parent and its respective Affiliates or Representatives or any other Parent Related Party shall (except in the event case of any willful breach or fraud, to which the limitations set forth in this clause (e) shall not apply) be entitled to bring or maintain any Proceeding against the Company or any Company Related Party or any of their respective Affiliates or Representatives arising out of or in connection with this Agreement, the Merger, or any of the other transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination termination. (f) For the avoidance of doubt, any payment by Parent. In additionthe Company or Parent under this Section 8.03 shall be payable only once with respect to this Section 8.03 and not in duplication even though such payment may be payable under one or more provisions hereof. (g) Notwithstanding anything herein to the contrary, if a Takeover Proposal has been made Parent or Merger Sub fail to complete the Merger for any or no reason or otherwise breach this Agreement, fail to perform hereunder or under the Debt Financing (in any case, whether willfully, intentionally, unintentionally or otherwise) then, except for an order of specific performance as and publicly announced before this Agreement has been voted on only to the extent expressly permitted by Section 9.09, the shareholders sole and exclusive remedy (whether at law, in equity, in contract in tort or otherwise) of the Company, its Affiliates and any other Person against Parent, Merger Sub or any Parent Related Party for any such failure, breach, loss, damage or otherwise shall be for the Company to terminate this Agreement is terminated by and receive payment of the Parent Termination Fee, if payable hereunder. For the avoidance of doubt, under no circumstance will the Company, any of its Affiliates, any holder of Shares or any other Company Related Party be entitled to aggregate monetary damages (when taken together with all other monetary damages and the payment of the full or partial amount of the Parent Termination Fee) from Parent, Merger Sub and the Parent Related Parties to the Company, any of the Company’s Affiliates, any holder of Shares or any other Company Related Party in connection with this Agreement, the Debt Financing, for any breach, failure to perform hereunder or thereunder (in any case, whether willfully, intentionally, unintentionally or otherwise) or other liability of any kind suffered as a result of any breach of this Agreement or the Company pursuant failure to Section 7.1(b)(iii)complete the Merger or any other transactions contemplated by this Agreement or the Debt Financing (including the abandonment or termination hereof or thereof) for any loss or otherwise, and in excess of the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with amount of the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the CompanyFee. (ch) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 8.03 are an integral part of Transactions. In this Agreement and the event transactions contemplated hereby and that without such agreements the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when dueCompany, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred would not have entered into this Agreement. Accordingly, if the Company or accrued by Parent, as the case may be, fails to pay the fees due pursuant to this Section 8.03 or any portion thereof and, in order to obtain such payment, the Company, Parent or Merger Sub (as applicable, the “Prevailing Party”) commences a suit which results in an Order against the other party (the “Other Party”) for such fee or any portion thereof, the Other Party shall pay to the Prevailing Party its costs and expenses (including reasonable expenses of counselattorney’s fees and disbursements) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for paymentsuch suit, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection together with such suit and shall pay interest on the amount of the applicable fee (or any portion thereof that has not been paid timely in accordance with this Agreement) and on the amount of such costs and expenses, in each case from and including the date payment of such amount was due to through the date of actual payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) set forth in The Wall Street Journal in effect on the date the payments such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee required to be payable by the Company pursuant to this Section 7.3made.

Termination Fees. (a) In the event that that: (i) (A) a bona fide Alternative Proposal, whether or not conditional, 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 a bona fide intention (not subsequently withdrawn) to make an Alternative Proposal and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated: terminated by Parent pursuant to Section 7.1(b)(i), Section 7.1(b)(iii) (iso long as the Alternative Proposal was publicly disclosed prior to, and had not been withdrawn at, the time of the Company Meeting) or Section 7.1(d)(i), and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Alternative Proposal (whether or not such Alternative Proposal was the same Alternative Proposal referred to in the foregoing clause (A)) within twelve (12) months of the date this Agreement is terminated (provided that for purposes of this Section 7.2(a)(i), the references to “20%” in the definition of Alternative Proposal shall be deemed to be references to “50%”); or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(i) on the basis of a willful breach or (ii) willful failure to perform by the Company pursuant to Section 7.1(c)(iCompany, 7.1(d)(ii) or 7.1(d)(iii), then, ; then in any such event under clause (i), (ii) or (iiiii) of this Section 7.3(a7.2(a), the Company shall pay to ParentParent a termination fee of $33 million in cash, by wire transferless any Parent Expenses, an if any, previously paid in accordance with Section 7.2(b) (such net amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, it being understood that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event shall the Company be required to pay the Termination Fee on more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%one occasion. (b) In the event that this Agreement is terminated by Parent or under the Company pursuant provisions referred to in clause (B) of Section 7.1(b)(iii7.2(a)(i) and all other conditions set forth the circumstances referred to in Article VI clause (excluding A) of Section 6.1(d) and Section 6.2(d)7.2(a)(i) shall have occurred prior to such termination but the Termination Fee (or any portion thereof) has not been satisfied or waived paid and is not payable because the circumstances referred to in clause (other than those conditions that by their nature are to be satisfied at the Closing)C) of Section 7.2(a)(i) shall not have occurred, then the Company shall pay pay, to an account or accounts designated by Parent, by wire transfer, as promptly as possible (but in any event within two Business Days) following receipt of an amount which shall not exceed $600,000 invoice therefor all of Parent’s and which shall represent reimbursement of Merger Sub’s actual and reasonably documented out-of-pocket costs fees and expenses (including the costs legal fees and expenses of counselexpenses) actually incurred by Parent and Parent, Merger Sub and their Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement and the Transactions (such amount, the “Expense ReimbursementParent Expenses”). Such , which amount shall not be greater than $5 million; provided, that the existence of circumstances which could require the Termination Fee to become subsequently payable by the Company pursuant to Section 7.2(a)(i) shall not relieve the Company of its obligations to pay the Parent Expenses pursuant to this Section 7.2(b); and provided, further that the payment by the Company of Parent Expenses pursuant to this Section 7.2(b) shall occur not relieve the Company of any subsequent obligation to pay the Termination Fee pursuant to Section 7.2(a)(i). (c) In the event that (i) concurrent with termination in (x) the event Company shall terminate this Agreement pursuant to Section 7.1(c)(i) on the basis of any a willful breach or willful failure to perform by Parent or Merger Sub and (y) at the time of such termination by there is no state of facts or circumstances that would reasonably be expected to cause the Companyconditions in Section 6.1, Section 6.3(a) or Section 6.3(b) not to be satisfied on the End Date assuming the Closing were to be scheduled on the End Date, or (ii) Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b)(i) and the conditions set forth in Section 6.1, Section 6.3(a) and Section 6.3(b) shall have been satisfied either (A) at the time of such termination, or (B) if earlier, on the last day of the Marketing Period if the Merger shall not have been consummated as of the end of the Marketing Period, then Parent shall pay to the Company a termination fee of $33 million in cash (the “Parent Termination Fee”), it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (d) Any payment required to be made pursuant to clause (i) of Section 7.2(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by an Alternative Proposal (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment); any payment required to be made pursuant to clause (2ii) business days after of Section 7.2(a) shall be made to Parent concurrently with, and as a condition to the Company’s receipt effectiveness of, the termination of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii7.1(c)(ii); any payment required to be made pursuant to clause (iii) of Section 7.2(a) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 7.1(d)(i), (ii) or (iii), as applicable (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment), and such payment shall be made by wire transfer of immediately available funds to an account to be designated by Parent. Any payment required to be made pursuant to Section 7.2(b) shall be made to the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such promptly following termination date, then concurrently with the closing of such transaction, this Agreement by the Company or Parent, as the case may be (and in any event not later than two Business Days after delivery to Parent of notice of demand for payment), and such payment shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid be made by wire transfer of immediately available funds to an account to be designated by the Company. (ce) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement Termination Fee, or Parent shall fail to pay the Company Parent Termination Fee Fee, required pursuant to this Section 7.2 when due, such fee shall accrue interest for the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest period commencing on the amount of the payment date such fee became past due, at a rate equal to 300 basis points above the prime rate of Citibank N.A. interest publicly announced by JPMorgan Chase Bank, National Association, in the City of New York from time to time during such period, as such bank’s prime lending rate. In addition, if either party shall fail to pay such fee when due, then such owing party shall also pay to the owed party all of the owed party’s costs and expenses (or its successors or assignsincluding attorneys’ fees) in effect connection with efforts to collect such fee. (f) Each of the parties hereto acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that neither the Termination Fee nor the Parent Termination Fee is a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub 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 date expectation of the payments was payable hereunderconsummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. In no event shall an amount more than one full Company Notwithstanding anything to the contrary in this Agreement, the payment of the Parent Termination Fee be payable by Parent or the Company Guarantors pursuant to this Section 7.37.2 and the Limited Guarantees shall be the sole and exclusive remedy available to the Company, its Affiliates and its Subsidiaries against Parent, Merger Sub, the Guarantors and any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents with respect to this Agreement and the transactions contemplated hereby, including for any loss suffered as a result of the failure of the Merger to be consummated, under any theory or for any reason, and upon payment of such amount in full by Parent, none of Parent, Merger Sub, the Guarantors or any of their respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement; provided, however, that the Company shall also be entitled to payment of the amounts contemplated by Sections 5.10 and 7.2(d) of this Agreement.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii) or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing7.1(d)(ii), then the Company shall pay to Parent, no later than the second (2nd) Business Day following termination in the case of Section 7.1(c)(ii) and concurrently with termination in the case of Section 7.1(d)(ii), by wire transfer, an amount which shall not exceed transfer of same-day funds (i) a termination fee of $600,000 12,600,000 (the “Termination Fee”) and which shall represent reimbursement of documented (ii) all out-of-pocket costs expenses, actually documented and expenses (including the costs and expenses incurred or payable by or on behalf of counsel) incurred by Parent and Merger Sub or Purchaser in connection with this Agreement and or in anticipation of the Transactions (such amountwhether before or after the date of this Agreement), including all attorneys’ fees, financial advisor’s fees, accountants’ fees and filing fees (the “Expense ReimbursementPayment”). Such payment ; provided that in no circumstance shall occur the Expense Payment exceed $1,000,000 in the aggregate. (b) In the event that (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b)(iii), or Parent shall terminate this Agreement pursuant to Section 7.1(c)(i) as a result of a breach of Section 5.2, and (ii) in each case prior to the time of such termination a bona fide Takeover Proposal or an intention (whether or not conditional) to make a Takeover Proposal has been publicly made or otherwise made known to the Company consummates Board or generally to the Company Stockholders and not withdrawn at least five (5) Business Days prior to termination, and (iii) if, within 12 months after the date of such termination, a transaction pursuant definitive agreement is entered into by the Company or any of its Affiliates with respect to any Takeover Proposal within 12 months after such termination dateor any Takeover Proposal is consummated, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Companyto Parent, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date such agreement is entered into or on the payments was payable hereunder. In no event shall date that such Takeover Proposal is consummated, whichever is earlier, by wire transfer of same-day funds, an amount more than one full Company equal to the Termination Fee be payable by and the Company pursuant to this Section 7.3.Expense Payment; provided, however, that for the purpose of this

Termination Fees. (a) In the event that If this Agreement is terminated: terminated by: (i) by Parent pursuant to Section 7.1(d)(i) on the basis of a breach of a covenant or (ii) by agreement contained in this Agreement or either Parent or the Company pursuant to Section 7.1(c)(i), then, 7.1(b)(i) or Section 7.1(b)(iii) and in any such event under clause case (iA) prior to such termination (or prior to the Company Stockholders’ Meeting in the case of termination pursuant to Section 7.1(b)(iii)), a Company Acquisition Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not publicly withdrawn prior to such date and (B) within twelve (12) months after such termination, a Company Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to a Company Acquisition Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) Parent pursuant to Section 7.1(d)(ii) (or pursuant to any other provision of this Section 7.3(a), the Company shall pay 7.1 if Parent was then entitled to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates terminate this Agreement pursuant to Section 7.1(d)(ii)); or (iii) due to an intentional breach by the Company and pursuant to Section 7.1(c)(ii); then, in each such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, on the earlier of the date of consummation of, or entry into a definitive agreement with respect to, such Company Acquisition Proposal, (y) in the case of clause (ii) above, promptly, but in no event later than three (3) Business Days after the date of such termination and (z) in the case of clause (iii) above, immediately prior to any such termination, a Takeover Proposal has been madeor concurrently with the termination of this Agreement. (b) In the event this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b)(iii), then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) reasonable and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses, including all fees and expenses (including incurred in connection with the costs Debt Financing and the fees and expenses of counsel) , accountants, investment bankers, experts and consultants, incurred by Parent and Merger Sub in connection with this Agreement and the Transactions transactions contemplated by this Agreement in an amount not to exceed $20,000,000 (such amount, the “Expense ReimbursementParent Expenses”); provided that any payment of the Parent Expenses shall not affect Parent’s right to receive any Company Termination Fee otherwise due under Section 7.3(a), but shall reduce, on a dollar for dollar basis, any Company Termination Fee that becomes due and payable under Section 7.3(a). Such payment shall occur (i) concurrent with termination in the event of any such termination Any Parent Expenses required to be paid by the CompanyCompany under this Section 7.3(a) shall be made by wire transfer of immediately available funds promptly, or (ii) but in no event later than two three (23) business days Business Days after the Company’s receipt of documentation supporting such Parent Expenses. (c) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (d) Notwithstanding anything to the contrary set forth in this Agreement, Parent’s termination notice in right to receive payment from the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders Company of the Company, this Agreement is terminated by Parent or the Company Termination Fee pursuant to Section 7.1(b)(iii7.3(a) and/or the right to receive payment of the Parent Expenses pursuant to Section 7.3(a), and shall, in circumstances in which the Company consummates a transaction pursuant Termination Fee or Parent Expenses (as applicable) are owed, constitute the sole and exclusive monetary remedy (other than Parent’s right, after having received the Parent Expenses, to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent receive the Company Termination Fee less the Parent Expenses in the circumstances expressly contemplated in Section 7.3(a)) of Parent and Merger Sub against the Company and its Subsidiaries and any Expense Reimbursement previously paid of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, Representatives or assignees (collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amounts, none of the CompanyCompany Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated by this Agreement (except that the Company shall also be obligated with respect to any amounts owing pursuant to Section 7.3(e)(ii)). (ce) Each of the Company, Parent and Merger Sub parties hereto acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that transactions contemplated by this Agreement, and (ii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company shall fail or Parent, as applicable, fails to timely pay the Expense Reimbursement any amount due pursuant to this Section 7.3 and, in order to obtain such payment, Parent or the Company Termination Fee when dueCompany, as applicable, commences a suit that results in a judgment against the other for the payment of any amount set forth in this Section 7.3, the Company or Parent, as applicable, shall reimburse Parent and Merger Sub for all reasonable pay the other its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay (including reasonable attorneys’ fees), together with interest on the such amount of the payment at a an annual rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such payment was required to be made through the payments date such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable actually received, or such lesser rate as is the maximum permitted by the Company pursuant to this Section 7.3applicable Law.

Termination Fees. (a) In the event that that: (i) (A) after the date hereof, a bona fide Alternative 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 a bona fide intention (not subsequently withdrawn) to make an Alternative Proposal and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated: terminated by the Company or Parent pursuant to (ix) Section 7.1(b)(i) and at the time of such termination the Company Stockholder Approval has not been obtained, (y) Section 7.1(b)(iii) (so long as the Alternative Proposal was publicly disclosed prior to, and had not been withdrawn at least ten (10) days prior to the Company Meeting) or (z) Section 7.1(d)(i), and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Alternative Proposal within twelve (12) months of the date this Agreement is terminated (provided that for purposes of this Section 7.2(a)(i), the references to “20%” in the definition of Alternative Proposal shall be deemed to be references to “50%”); or (ii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i7.1(d)(ii), then, ; then in any such event under clause (i) or (ii) of this Section 7.3(a7.2(a), the Company shall pay to Parent, by wire transfer, an amount Parent a termination fee equal to $1,300,000 176 million in cash (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, it being understood that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event shall the Company be required to pay the Termination Fee on more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%one occasion. (b) In the event that this Agreement is terminated by Parent or the Company Any payment required to be made pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur clause (i) concurrent of Section 7.2(a) shall be made to Parent promptly following the earlier of the execution of a definitive agreement with termination in the event of any such termination by the Companyrespect to, or the consummation of, the transaction referred to therein (ii) no and in any event not later than two (2) business days Business Days after delivery to the Company’s receipt Company of Parent’s notice of demand for payment); any payment required to be made pursuant to clause (ii) of Section 7.2(a) shall be made to Parent promptly following termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii7.1(d)(ii) (and in any event not later than two (2) Business Days after delivery to the Company of notice of demand for payment), and the Company consummates a transaction pursuant such payment shall be made by wire transfer of immediately available funds to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid an account to be designated by the CompanyParent. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or Termination Fee required pursuant to this Section 7.2 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the rate of interest publicly announced by JPMorgan Chase Bank, National Association, in the City of New York from time to time during such period, as such bank’s prime lending rate. In addition, if the Company Termination Fee shall fail to pay such fee when due, the Company shall reimburse also pay to Parent all of Parent’s reasonable costs and expenses (including reasonable attorneys’ fees) in connection with efforts to collect such fee. The Company acknowledges that the fees and the other provisions of this Section 7.2 are an integral part of the Merger and that, without these agreements, Parent would not enter into this Agreement. (d) Each of the parties hereto acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub for all reasonable costs the efforts and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) resources expended and opportunities foregone while negotiating this Agreement and in connection with the collection under reliance on this Agreement and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount expectation of the payment at a rate equal consummation of the transactions contemplated hereby, which amount would otherwise be impossible to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3calculate with precision.

Termination Fees. (a) In the event that If this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) terminated by the Company pursuant to Section 7.1(c)(i7.1(d)(i), then, in any prior to or contemporaneously with and as a condition to the effectiveness of such event under clause (i) or (ii) of this Section 7.3(a)termination, the Company shall pay to Parent, by wire transfer, an Parent a fee in immediately available funds in the amount equal to of $1,300,000 7,700,000 (the “Company Termination Fee”). . (b) If (x) Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii7.1(e) due (other than pursuant to an intentional breach by clause (v) thereof), then the Company shall promptly, but in no event later than three Business Days after termination of this Agreement, pay Parent the Termination Fee. (c) If this Agreement is terminated pursuant to Section 7.1(b)(i) or Section 7.1(e)(v) and (yi) at any time on or after the date hereof and prior to any such termination a bona fide Acquisition Proposal shall have been made to the Company Board or the Company or publicly announced, and (ii) within twelve months after the date of such termination, the Company enters into a Takeover Proposal has been madedefinitive acquisition agreement (or other Contract setting forth the material terms of the Acquisition Proposal) with respect to any transaction specified in the definition of “Acquisition Proposal” or any such transaction is consummated, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that no later than three Business Days after such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination noticeevent. For purposes of this Section 7.37.3(c), references in the term definition of “Takeover Acquisition Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to “20% %” and “80%” shall be deemed to be references to 50%replaced by a “majority.” (bd) In the event that this Agreement is terminated by Parent or the The Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when duetransactions contemplated by this Agreement, the Company shall reimburse and that, without these agreements, Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of would not have entered into this Section 7.3. If Agreement; accordingly, if the Company fails to promptly make pay any payment required under amounts due pursuant to this Section 7.3 and and, in order to obtain such payment, Parent commences a suit which results in a judgment against the Company for paymentthe Termination Fee, the Company shall indemnify pay to Parent for its fees Parent’s reasonable costs and expenses (including attorneys reasonable attorneys’ fees and expensesexpenses of enforcement) incurred in connection with such suit and shall pay suit, together with interest on the amount of the payment amounts owed at a rate equal to 300 basis points above the prime lending rate of Citibank N.A. (or its successors or assigns) prevailing at such time, as published in effect on the Wall Street Journal, plus two percent per annum from the date such amounts were required to be paid until the payments was payable hereunderdate actually received by Parent. In no event shall an amount more than one full The Company Termination Fee be payable by the Company acknowledges that it is obligated to pay to Parent any amounts due pursuant to this Section 7.37.3 whether or not the stockholders of the Company have adopted this Agreement.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions Except as set forth in Article VI (excluding this Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)0, the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs all fees and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Transactions (such amountare consummated. Notwithstanding the foregoing, the “Expense Reimbursement”). Such payment shall occur if (i) concurrent with termination in the event Seller shall enter into a Superior Offer, then the Seller shall pay Parent a fee of any such termination by $250,000 at the Companytime the Seller or Parent terminates this Agreement, or (ii) no later the Seller terminates the Transactions pursuant to this Section 0, other than two (2) business days after pursuant to Sections 00, 0 or 0 hereof, the Company’s receipt of Parent’s termination notice Seller shall pay all fees and expenses incurred by Parent and the Purchaser in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before connection with this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal Transactions, including, but not limited to, attorneys fees and other professional fees, (iii) the Seller enters into an agreement for an Acquisition Transaction within 12 twelve (12) months after such following the termination date, then concurrently with the closing of such transactionthis Agreement, the Company Seller shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid difference between $250,000 and such expense reimbursement set forth in (ii) above, (iv) if Parent terminates the transaction contemplated hereby after execution of this Agreement (by both Parent and the Company. Seller) pursuant to Section 9.1(b) or (c) Each hereof, Parent shall pay the Seller a fee of $250,000 at the time Parent terminates the Purchase Agreement and (v) either Parent or the Seller terminates the transaction contemplated hereby after execution of this Agreement due to a breach of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when dueother party, the Company non-breaching party shall reimburse Parent and Merger Sub for be entitled, at its option, to extend the termination date set forth in Section 9.1(b) hereof or recover all reasonable costs fees and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) such party in connection with this Agreement and the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for paymentTransactions, the Company shall indemnify Parent for its fees and expenses (including including, but not limited to, attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3other professional fees.

Termination Fees. (a) In the event that Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) shall be paid by the Company pursuant to Section 7.1(c)(i), then, in any party incurring such event under clause (i) cost or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%expense. (b) In the event that this Agreement is terminated pursuant to (i) Section 7.1(e), (ii) Section 7.1(d) at any time after the occurrence of any Triggering Event or (iii) Section 7.1(h), then the Company shall pay to Parent the Termination Fee. The Termination Fee payable pursuant to this Section 7.3(b) shall be paid no later than the second (2nd) Business Day following termination pursuant to Section 7.1(e) or Section 7.1(d) at any time after the occurrence of any Triggering Event and concurrently with any termination pursuant to Section 7.1(h). (c) If (i) after the date of this Agreement, an Acquisition Proposal shall have become publicly known or delivered to the Company Board and not publicly withdrawn, (ii) thereafter, this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(iii7.1(b) or Section 7.1(d) or (B) by Parent pursuant to Section 7.1(f), and all other conditions set forth in Article VI (excluding Section 6.1(diii) and Section 6.2(d)within twelve (12) months after such termination the Company shall have been satisfied (A) entered into a definitive agreement with respect to any Acquisition Proposal that is subsequently consummated or waived (other than those conditions that B) consummated a transaction contemplated by their nature are to be satisfied at the Closing)any Acquisition Proposal, then the Company shall pay to Parent, Parent the Termination Fee by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement transfer of documented outsame-of-pocket costs and expenses (including day funds on the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and date the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (cd) Each All payments under this Section 7.3 shall be made by wire transfer of immediately available funds to an account designated in writing by the Company, Parent and Merger Sub acknowledges party to whom payment is owed. (e) The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of Transactionsthe transactions contemplated by this Agreement and constitute liquidated damages and not a penalty, and that, without these agreements, the parties would not have entered into this Agreement. In For the event that avoidance of doubt, the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, shall be payable only once and not in duplication even though the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred Termination Fee may be payable under one or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3more provisions hereof. If the Company fails promptly to promptly make any payment required under pay the Termination Fee when due and payable pursuant to this Section 7.3 and 7.3, and, in order to obtain such payment, Parent commences a suit an action or other proceeding that results in an award against the Company for paymentsuch Termination Fee, the Company shall indemnify Parent for its fees pay Parent’s costs and expenses (including attorneys reasonable attorneys’ fees and expenses) incurred in connection with such suit and shall pay action or proceeding, together with interest on the amount of the Termination Fee from the date such payment was required to be made until the date of payment at a rate equal to 300 basis points above the prime lending rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date the payments such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee required to be payable by the Company pursuant to this Section 7.3made.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If (1) (A) either Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii8.01(b)(i) due to an intentional breach by and, at the Company and (y) prior to any time of such termination, a Takeover Proposal has any of the conditions set forth in Section 7.01(b) or, in connection with the Required Statutory Approvals, Section 7.01(c) shall have not been madesatisfied and such conditions, then if waivable by Parent, shall not have been waived by Parent, (B) either Parent or the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated terminates this Agreement pursuant to Section 7.1(d)(i)8.01(b)(ii) (if and only if, the Company shall pay applicable Legal Restraint giving rise to such termination arises in connection with the Required Statutory Approvals) or (C) the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that terminates this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii8.01(c)(ii) based on a failure by Parent to perform its covenants or agreements under Section 6.03, and in each case of the foregoing clauses (A), (B) and (C), at the time of such termination, all other conditions to the Closing set forth in Article VI (excluding Section 6.1(d7.01(a), Section 7.03(a), Section 7.03(b) and Section 6.2(d)7.03(c) shall have been satisfied or waived (other than except for (I) those conditions that by their nature are to be satisfied at the ClosingClosing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such termination or (II) those conditions that have not been satisfied as a result of a breach of this Agreement by Parent), or (2) the Company terminates this Agreement pursuant to Section 8.01(c)(iii), then Parent shall pay to Parent, by wire transfer, an amount which shall not exceed the Company a fee of Sixty-Five Million United States Dollars ($600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses 65,000,000) in cash (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense ReimbursementParent Termination Fee”). Such payment Parent shall occur pay the Parent Termination Fee to the Company (i) concurrent with termination to an account designated in the event of any such termination writing by the Company, or (ii) no later than two three (23) business days Business Days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders date of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companyapplicable termination. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that If this Agreement is terminated: terminated by: (i) by Parent pursuant to Section 7.1(d)(i) on the basis of a breach of a covenant or (ii) by agreement contained in this Agreement or either Parent or the Company pursuant to Section 7.1(c)(i), then, 7.1(b)(i) or Section 7.1(b)(iii) and in any such event under clause case (iA) prior to such termination (or (ii) of this Section 7.3(a), prior to the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (Stockholders’ Meeting in the “Company Termination Fee”). If (x) Parent terminates this Agreement case of termination pursuant to Section 7.1(d)(ii) due 7.1(b)(iii)), a Company Acquisition Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not publicly withdrawn prior to an intentional breach by the Company such date and (yB) prior to any within twelve (12) months after such termination, a Takeover Company Acquisition Proposal has been made, then is consummated or the Company shall pay Parent the enters into a definitive agreement with respect to a Company Termination Fee at the closing Acquisition Proposal, which transaction is thereafter consummated (regardless of the when such transaction pursuant to the Takeover Proposal; is consummated) (provided, however, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For for purposes of this Section 7.37.3(a)(i)(B), the term references to “Takeover Proposaltwenty percent (20%)” shall have in the meaning assigned to such term in Section 5.2, except that all references therein to 20% definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 7.1(c)(iii); or (iii) Parent pursuant to Section 7.1(d)(ii); then, in any such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same-day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, on the same day as the consummation of the transaction contemplated therein, (y) in the case of clause (ii) above, immediately prior to or simultaneously with such termination and (z) in the case of clause (iii) above, promptly, but in no event later than three (3) Business Days after the date of such termination. (b) If this Agreement is terminated by: (i) the Company pursuant to Section 7.1(c)(i) on the basis of a breach of a covenant or agreement contained in this Agreement or either Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iv), and in any such case (A) prior to such termination (or prior to the Parent Stockholders’ Meeting in the case of termination pursuant to Section 7.1(b)(iv)), a Parent Acquisition Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not publicly withdrawn prior to such date and (B) within twelve (12) months after such termination, a Parent Acquisition Proposal is consummated or Parent enters into a definitive agreement with respect to a Parent Acquisition Proposal, which transaction is thereafter consummated (regardless of when such transaction is consummated) (provided, however, that for purposes of this Section 7.3(b)(i)(B), the references to “twenty percent (20%)” in the definition of Parent Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) Parent pursuant to Section 7.1(d)(iii); or (iii) the Company pursuant to Section 7.1(c)(ii); then, in any such case, Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee. Any payments required to be made under this Section 7.3(b) shall be made by wire transfer of same-day funds to the account or accounts designated by the Company, (x) in the case of clause (i) above, on the same day as the consummation of the transaction contemplated therein, (y) in the case of clause (ii) above, immediately prior to or simultaneously with such termination and (z) in the case of clause (iii) above, promptly, but in no event later than three (3) Business Days after the date of such termination. (c) In the event that this Agreement is terminated by (i) either Parent or the Company pursuant to Section 7.1(b)(iii), (ii) the Company pursuant to Section 7.1(c)(iv) or (iii) Parent pursuant to Section 7.1(d)(i) or Section 7.1(d)(iv) and all other conditions set forth any of (A) (x) a breach or inaccuracy in Article VI (excluding any representation, warranty or covenant contained in Section 6.1(d3.27 and the fact or facts giving rise to such breach or inaccuracy causes Parent Tax Counsel to be unwilling or unable to deliver the opinion described in Section 6.2(e) and (y) either Company Tax Counsel or the Additional Tax Counsel is unwilling or unable to deliver the opinion described in Section 6.2(d)6.2(e) shall have been satisfied for any reason or waived (other than those conditions that by their nature are B) the Company fails to be satisfied at the Closing)comply with Section 5.15, then the Company shall pay to Parent, Parent (by wire transfer, an amount which shall not exceed $600,000 transfer of immediately available funds) the reasonable and which shall represent reimbursement of documented out-of-pocket costs and expenses, including all fees and expenses (including incurred in connection with the costs financing of the transactions contemplated by this Agreement and the fees and expenses of counsel) , accountants, investment bankers, experts and consultants, incurred by Parent and Merger Sub in connection with this Agreement and the Transactions transactions contemplated by this Agreement in an amount not to exceed $85,000,000 (such amount, the “Expense ReimbursementParent Expenses”). Such ; provided that any payment of the Parent Expenses shall occur not affect Parent’s right to receive any Company Termination Fee otherwise due under Section 7.3(a), but shall reduce, on a dollar-for-dollar basis, any Company Termination Fee that becomes due and payable under Section 7.3(a). (id) concurrent with termination in In the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b)(iii7.1(b)(iv), then Parent shall pay the Company (by wire transfer of immediately available funds) the reasonable and documented out-of-pocket costs and expenses, including the fees and expenses of counsel, accountants, investment bankers, experts and consultants, incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement in an amount not to exceed $56,000,000 (the “Company consummates Expenses”); provided that any payment of the Company Expenses shall not affect the Company’s right to receive any Parent Termination Fee otherwise due under Section 7.3(b), but shall reduce, on a transaction pursuant dollar-for-dollar basis, any Parent Termination Fee that becomes due and payable under Section 7.3(b). (e) Notwithstanding anything to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transactioncontrary set forth in this Agreement, the parties agree that in no event shall either the Company shall or Parent be required to pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by or the CompanyParent Termination Fee, as applicable, on more than one occasion. (cf) Each of Notwithstanding anything to the Company, Parent and Merger Sub acknowledges that the agreements contained contrary set forth in this Section 7.3 are an integral part of Transactions. In the event that Agreement, Parent’s right to receive payment from the Company shall fail to pay the Expense Reimbursement or of the Company Termination Fee when due, pursuant to Section 7.3(a) and/or the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails right to promptly make any receive payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal Parent Expenses pursuant to 300 basis points above Section 7.3(c), shall, in circumstances in which the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable or Parent Expenses (as applicable) are owed, constitute the sole and exclusive monetary remedy (other than (i) in the event of a termination pursuant to Section 7.1(d)(ii)(B) and (C), (ii) in the event of an intentional breach by the Company pursuant to this of Section 7.3.5.15 or a fraudulent breach of Section 3.27 and 84

Termination Fees. (a) In the event that that: (i) (A) an Alternative Proposal, whether or not conditional, shall have been made directly to the Company’s stockholders generally or any person shall have publicly announced an intention to make an Alternative Proposal, (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by (x) Parent pursuant to Section 7.01(b)(i) or Section 7.01(d)(i) or (y) by either the Company or Parent pursuant to Section 7.01(b)(iii), and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any Alternative Proposal, or such a transaction is consummated (whether or not such Alternative Proposal was the same Alternative Proposal referred to in the foregoing clause (A)), in any such case within 12 months of the date this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or ; or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(i7.01(c)(ii), then, ; or (iii) this Agreement is terminated by Parent pursuant to Section 7.01(d)(ii); then in any such event under clause (i), (ii) or (iiiii) of this Section 7.3(a7.02(a), the Company shall pay to Parent, by wire transfer, an amount equal to Parent a termination fee of $1,300,000 40,000,000 in cash (the “Company Termination Fee”). If , it being understood that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (xb) Parent terminates this Agreement With respect to any payment required to be made pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination7.02(a)(i), a Takeover Proposal has been made, then the Company shall pay Parent $5,000,000 of the Company Termination Fee at concurrently with the closing termination of this Agreement, and shall pay the remainder of the transaction pursuant Termination Fee upon the occurrence of the events in Section 7.02(a)(i)(C). With respect to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement any payment to be made pursuant to Section 7.1(d)(i7.02(a)(ii) or Section 7.02(a)(iii), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after concurrently with the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%Agreement. (bc) In the any event that this Agreement is terminated by Parent or the Company pursuant to under Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing7.02(a), the Company shall pay pay, in addition to the Termination Fee or any part thereof, to an account or accounts designated by Parent, by wire transfer, as promptly as possible (but in any event within two Business Days) following receipt of an amount invoice therefor (which shall not exceed $600,000 may be delivered at any time on or after the date two Business Days before the termination of this Agreement) all of Parent’s and which shall represent reimbursement of Sub’s actual and reasonably documented out-of-pocket costs fees and expenses (including the costs legal fees and expenses of counselexpenses) actually incurred by Parent Parent, Sub and Merger Sub their Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement and (“Parent Expenses”), which amount shall not be greater than $5,000,000. (d) In the Transactions event that (A) either party shall terminate this Agreement pursuant to Section 7.01(b)(i) or 7.01(b)(ii) (with respect to Restraints related to any Regulatory Law), (B) as of the date of such amounttermination any approval under any Regulatory Law required to be obtained prior to the Closing shall not have been obtained or any waiting period under any Regulatory Law required to be expired or terminated prior to the Closing shall not have expired or been terminated, (C) immediately prior to such termination, the “Expense Reimbursement”conditions set forth in Sections 6.01(a). Such payment , 6.01(c) (other than a failure of such condition with respect to Restraints related to any Regulatory Law), 6.02(a) and 6.02(b) shall occur (i) concurrent with termination in the event of any such termination by have been satisfied, then Parent shall pay to the Company, or (ii) no later than two Business Days following such termination, a termination fee of $50,000,000 in cash (2) business days after the Company’s receipt of Parent’s termination notice “Regulatory Termination Fee”), it being understood that in the no event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or shall the Company pursuant be required to Section 7.1(b)(iii), and pay the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Regulatory Termination Fee less any Expense Reimbursement previously paid by the Companyon more than one occasion. (ce) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee or Parent Expenses or Parent shall fail to pay the Regulatory Termination Fee, in each case as required pursuant to this Section 7.02 when due, such amounts shall accrue interest for the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest period commencing on the amount of the payment date such amounts became past due, at a rate equal to 300 basis points above the prime rate of Citibank N.A. interest publicly announced by JPMorgan Chase from time to time during such period, as such bank’s prime lending rate plus 1.50%. In addition, if the Company or Parent shall fail to pay such amounts when due, then such party shall also pay to the other party all of the other party’s costs and expenses (or its successors or assignsincluding attorneys’ fees) in effect connection with efforts to collect such fee. (f) Each of the parties hereto acknowledges that the agreements contained in this Section 7.02 are an integral part of the transactions contemplated by this Agreement and that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Sub for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the date expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (g) Any payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company made pursuant to this Section 7.37.02 shall be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of applicable Tax Law.

Termination Fees. (a) In the event that If this Agreement is terminated: terminated by Parent pursuant to Sections 12.1(f) or 12.1(g), or by the Company pursuant to Section 12.1(h), the Company shall pay, or cause to be paid, to Parent the Break-Up Fee. (b) If this Agreement is terminated (i) by (A) Parent or the Company pursuant to Section 7.1(d)(i12.1(b), and at the time of such termination (x) all of the conditions to Closing set forth in Section 10.1 have been satisfied and (y) the Company is ready, willing and able to comply with all of its obligations under Section 10.3(a), or (iiB) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i12.1(d) or (ii) and at the time of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement Company’s termination pursuant to Section 7.1(d)(ii12.1(d) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, is not then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes breach of this Section 7.3Agreement, the term “Takeover Proposal” shall have the meaning assigned which breach would permit Parent to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that terminate this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the CompanyAgreement, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii12.1(e), and Parent shall pay, or cause to be paid, to the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the CompanyReverse Break-Up Fee. (c) Any Break-Up Fee or Reverse Break-Up Fee owed pursuant to this Section 12.3 shall be due and payable in full contemporaneously with the termination of this Agreement. (d) Each of the Company, Parent and Merger Sub acknowledges and agrees that, subject to the rights set forth in this Section 12.3(d): (i) the Company’s right to receive payment of the Reverse Break-Up Fee shall, in the circumstances in which such fee is owed and paid, constitute the sole and exclusive remedy of the Company and the Securityholders, and their respective Affiliates, for all Losses suffered as a result of the termination of this Agreement and the failure of the consummation of the Merger; (ii) Parent’s right to receive payment of the Break-Up Fee shall, in the circumstances in which such fee is owed and paid, constitute the sole and exclusive remedy of Parent and Merger Sub, and their respective Affiliates, for all Losses suffered as a result of the termination of this Agreement and the failure of the consummation of the Merger, (iii) that the agreements contained in this Section 7.3 12.3 are an integral part of Transactions. In this Agreement, (iv) each of the event Break-Up Fee and the Reverse Break-Up Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Company shall fail or Parent, as applicable, in the circumstances in which such amount 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 transactions contemplated hereby, which amount would otherwise be impossible to pay calculate with precision, and (v) without these agreements, the Expense Reimbursement Parties would not enter into this Agreement. Parent may pursue either a grant of specific performance pursuant to Section 13.15 or the payment of the Break-Up Fee in accordance with this Section 12.3, provided, that under no circumstances shall Parent be permitted or entitled to receive both a grant of specific performance and the Break-Up Fee. The Company Termination may pursue either a grant of specific performance pursuant to Section 13.15 or the payment of the Reverse Break-Up Fee when duein accordance with this Section 12.3, provided, that under no circumstances shall the Company shall reimburse Parent be permitted or entitled to receive both a grant of specific performance and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Reverse Break-Up Fee.

Termination Fees. (a) In Any provision in this Agreement to the contrary notwithstanding, in the event that this Agreement is terminated: (i) by Parent the Seller Representative shall terminate this Agreement pursuant to Section 7.1(d)(i10.1(c) or Section 10.1(d) or (ii) by the Company Buyer or the Seller Representative shall terminate this Agreement pursuant to Section 7.1(c)(i), then, 10.1(b) and in any such event each case under clause (i) or (ii) of this Section 7.3(a), at the Company time of any such termination, the conditions set forth in Section 7.1 (other than, in the case of a termination under Section 10.1(b) or Section 10.1(c), conditions set forth in Section 7.1(b) or conditions in each of Section 7.1(a) and Section 7.1(b)) and Section 7.3 are satisfied (other than those which by their terms are not capable of being satisfied until the Closing Date), then in any such case the Buyer shall pay to Parent, by wire transfer, an amount equal to the Company a fee of $1,300,000 60,000,000 in cash (the “Company Buyer Termination Fee”). If (x) Parent terminates , which amount shall not be subject to offset or deduction of any kind, it being understood that in no event shall the Buyer be required to pay the Buyer Termination Fee on more than one occasion and provided that in the case of termination of this Agreement by the Seller Representative pursuant to Section 7.1(d)(ii) due 10.1(b), Buyer shall not be required to an intentional breach by pay the Buyer Termination Fee to the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or Buyer provides written notice to the Company pursuant Seller Representative that Buyer will agree to waive the satisfaction of the conditions under Section 7.1(b)(iii7.1 that give rise to the termination right under Section 10.1(b) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at consummate the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after Business Days following such written notice. The Buyer Termination Fee shall be paid by Buyer to the Company’s receipt Company concurrent with termination of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders Buyer or not later than two (2) Business Days following termination of this Agreement by the Company, this Agreement is terminated by Parent or as the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub case may be. Buyer acknowledges that the agreements contained in this Section 7.3 10.2 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when duetransactions contemplated in this Agreement, and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if Buyer or Buyer Guarantor fails to promptly pay the Buyer Termination Fee and, in order to obtain such payment the Company commences a suit which results in a judgment against Buyer or Buyer Guarantor for the Buyer Termination Fee, Buyer and Buyer Guarantor shall reimburse Parent and Merger Sub for all reasonable pay to the Company its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counselattorneys’ fees) in connection with such suit, including interest which shall accrue for the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest period commencing on the amount of the payment date such Buyer Termination Fee became past due at a rate equal to 300 basis points above the prime rate of Citibank N.A. interest publicly announced by JPMorgan Chase from time to time during such period as such bank’s prime lending rate. (or its successors or assignsb) The Parties acknowledge that the agreements contained in effect on this Section 10.2 are an integral part of the date transactions contemplated by this Agreement and that the payments was payable hereunder. In no event shall an amount more than one full Company Buyer Termination Fee be payable by is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Company in the circumstances in which such Buyer Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and the expectation of consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, the Company’s right to receive payment of the Buyer Termination Fee pursuant to this Section 7.310.2 or the guarantee thereof pursuant to the Buyer Guaranty Agreement and to require that the Buyer, Merger Sub and the Buyer Guarantor perform their respective obligations under this Section 10.2 and the Buyer Guaranty Agreement in accordance with their terms shall be the exclusive remedy of the Company and the Seller Representative against the Buyer, Merger Sub, the Buyer Guarantor or any of their respective stockholders, partners, members, directors, Affiliates, officers or agents for (x) any loss suffered as a result of any failure of the Merger to be consummated and (y) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby (without limiting the reimbursement and indemnity obligations arising under Section 6.2, Section 6.12 and Section 6.13), and none of Buyer, Merger Sub or the Buyer Guarantor, or any of their respective stockholders, partners, members, directors, officers or agents, as the case may be, shall have any liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby other than any such liability in respect of the Buyer Termination Fee and the Buyer Guaranty Agreement (without limiting the reimbursement and indemnity obligations arising under Section 6.2, Section 6.12 and Section 6.13).

Termination Fees. (a) In If, but only if, the event that this Agreement is terminatedterminated by: (i) (x) either Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 7.1(d)(i8.1(d)(i) or Section 8.1(d)(ii)(x), and (iiy) by the Company pursuant (A) receives or has received a Competing Proposal from a Third Party after the date hereof, which Competing Proposal is publicly disclosed either (I) at or prior to Section 7.1(c)(ithe time of the Stockholders’ Meeting or (II) prior to the termination of this Agreement if there has been no Stockholders’ Meeting, and (B) within twelve (12) months of the termination of this Agreement, consummates a transaction in connection with a Competing Proposal (regardless of whether such Competing Proposal is the same one referred to in clause (A) above), then, in any such event under clause (i) or (ii) of this Section 7.3(a), then the Company shall pay pay, or cause to be paid, to Parent (or such person who may be designated by Parent, by wire transfer, ) an amount equal to $1,300,000 50,000,000 (the “Company Termination Fee”). If ) not later than the second (x2nd) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by Business Day following the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing date of the consummation of such transaction pursuant to the Takeover arising from such Competing Proposal; provided, however, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For for purposes of this Section 7.38.3(a)(i), the term references to “Takeover Proposalfifteen percent (15%)” shall have in the meaning assigned to such term in Section 5.2, except that all references therein to 20% definition of Competing Proposal shall be deemed to be references to “more than fifty percent (50%.)”; and provided, further, that any Parent Expenses previously paid by the Company to Parent pursuant to Section 8.3(a)(ii) shall be credited towards the payment of the Termination Fee; (bii) In Parent pursuant to Section 8.1(b)(iii) or Section 8.1(d)(i), the Company shall, subject to the delivery by Parent of an invoice therefor and reasonable documentation thereof, reimburse Parent for all Expenses by paying, or causing to be paid, to Parent the amount thereof not later than the second (2nd) Business Day following request therefor by Parent; provided, however, that the Company shall not be required to pay more than an aggregate of $9,500,000 pursuant to this Section 8.3(a)(ii) (the “Parent Expenses”); (iii) the Company pursuant to Section 8.1(c)(ii) or Parent pursuant to Section 8.1(d)(ii)(y), then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with such termination; provided, however, that in the event that this Agreement is terminated pursuant to Section 8.1(c)(ii) or Section 8.1(d)(ii)(y) and either (x) such termination occurs on or before the Solicitation Period End Date, or (y) the Company enters into a definitive agreement with an Exempted Person with respect to a Superior Proposal in accordance with Section 6.6 on or before the Cut-Off Date, then the Company shall pay, or cause to be paid, to Parent, or such person who may be designated by Parent or Parent, a Termination Fee equal to $30,000,000 instead of $50,000,000; or (iv) the Company pursuant to Section 7.1(b)(iii8.1(c)(i), Section 8.1(c)(iii) or Section 8.1(c)(iv), then (A) if the proceeds of the Financing are unavailable at the Offer Closing (with respect to amounts required to consummate the Offer) or the Merger Closing (with respect to amounts required to consummate the Merger) (other than as a result of a breach by Parent or Acquisition Sub of Section 6.12(b)) pursuant to the terms of the Financing Commitments, and all other the conditions set forth in Article VI (excluding under Annex I or Section 6.1(d) and 7.1 or Section 6.2(d)) shall 7.2, as applicable, have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Offer Closing or the Merger Closing, as applicable), Parent shall pay, or cause to be paid, to the Company an amount equal to $50,000,000 (the “Reverse Termination Fee”) not later than the second (2nd) Business Day following such termination or (B) if the proceeds of the Financing are available to be drawn down at the Offer Closing (with respect to amounts required to consummate the Offer) or the Merger Closing (with respect to amounts required to consummate the Merger) pursuant to the terms of the Financing Commitments or if the failure of the proceeds of the Financing to be available to be drawn down at the Offer Closing (with respect to amounts required to consummate the Offer) or the Merger Closing (with respect to amounts required to consummate the Merger) pursuant to the terms of the Financing Commitments is the result of a breach by Parent or Acquisition Sub of Section 6.12(b), and all the conditions under Annex I or Section 7.1 or Section 7.2, as applicable, have been satisfied (other than those conditions that by their nature are to be satisfied at the Offer Closing or the Merger Closing, as applicable) and the Offer Closing and the Merger Closing do not occur, then (y) Parent shall pay, or cause to be paid, to the Company an amount equal to the Reverse Termination Fee not later than the second (2nd) Business Day following such termination; and (z) the Company shall pay be entitled to Parent, by wire transfer, payment from Parent of an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after equal to the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In additionaggregate losses, if a Takeover Proposal has been made and publicly announced before any, in excess of the Reverse Termination Fee resulting from Parent or Acquisition Sub’s material breach of this Agreement has been voted on by (but subject to the shareholders Parent Liability Limitation). For the avoidance of the Company, doubt and notwithstanding any other provision in this Agreement is terminated by Parent or to the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transactioncontrary, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each aggregate liability of the Company, Parent and Merger Acquisition Sub acknowledges under this Agreement shall in no event exceed that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Liability Limitation.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions Except as set forth in Article VI (excluding this Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)9.4, the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs all fees and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not the Transactions (such amountare consummated. Notwithstanding the foregoing, the “Expense Reimbursement”). Such payment shall occur if (i) concurrent with termination in the event Seller shall enter into a Superior Offer, then the Seller shall pay Parent a fee of any such termination by $250,000 at the Companytime the Seller or Parent terminates this Agreement, or (ii) no later the Seller terminates the Transactions pursuant to this Section 9, other than two pursuant to Sections 9.1(a), (2b) business days after or(c) hereof, the Company’s receipt of Parent’s termination notice Seller shall pay all fees and expenses incurred by Parent and the Purchaser in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before connection with this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal Transactions, including, but not limited to, attorneys fees and other professional fees, (iii) the Seller enters into an agreement for an Acquisition Transaction within 12 twelve (12) months after such following the termination date, then concurrently with the closing of such transactionthis Agreement, the Company Seller shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid difference between $250,000 and such expense reimbursement set forth in (ii) above, (iv) if Parent terminates the transaction contemplated hereby after execution of this Agreement (by both Parent and the Company. Seller) pursuant to Section 9.1(b) or (c) Each hereof, Parent shall pay the Seller a fee of $250,000 at the time Parent terminates the Purchase Agreement and (v) either Parent or the Seller terminates the transaction contemplated hereby after execution of this Agreement due to a breach of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when dueother party, the Company non-breaching party shall reimburse Parent and Merger Sub for be entitled, at its option, to extend the termination date set forth in Section 9.1(b) hereof or recover all reasonable costs fees and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) such party in connection with this Agreement and the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for paymentTransactions, the Company shall indemnify Parent for its fees and expenses (including including, but not limited to, attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3other professional fees.

Termination Fees. (a) In the event that If this Agreement is terminated: terminated by (iA) by Parent pursuant to Section 7.1(d)(i7.1(g), then the Company shall pay to Parent, within three (3) business days after the date of termination, the Company Termination Fee by wire transfer of same day federal funds to the account specified by Parent, or (iiB) by the Company pursuant to Section 7.1(c)(i7.1(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), then the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (on the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any date of such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee by wire transfer of same day federal funds to the account specified by Pxxxxx. (b) If (A) this Agreement is terminated by (1) Parent pursuant to Section 7.1(f) or (2) Parent or the Company pursuant to Section 7.1(b) and, at the closing time of the transaction pursuant to the Takeover Proposal; providedsuch termination, that such closing occurs within 12 months after the termination date. If Parent shall could have terminated this Agreement pursuant to Section 7.1(d)(i7.1(f) in each case of clause (1) and (2), any Person (other than Parent, Merger Sub or any of their respective affiliates) shall have made an Acquisition Proposal, which shall have been publicly announced or publicly disclosed or otherwise communicated to the Company Board and not have been unconditionally, and in the case of a publicly announced or disclosed Acquisition Proposal, publicly withdrawn prior to such termination, and (B) within twelve (12) months of such termination of this Agreement, the Company shall have consummated, or shall have entered into an agreement to consummate (which may be consummated after such twelve (12) month period) an Acquisition Transaction, then the Company shall pay to Parent an amount equal to the Company Termination Fee promptlyFee, but in no event more than two (2) business days after by wire transfer of same day federal funds to the date account specified by Parent, on the earlier of receipt the public announcement of Parentthe Company’s termination noticeentry into such agreement or the consummation of any such Acquisition Transaction. For Solely for purposes of this Section 7.37.3(b), the term “Takeover ProposalAcquisition Transaction” shall have the meaning assigned to such term ascribed thereto in Section 5.25.3, except that all references therein to 20% twenty-five percent (25%) shall be deemed changed to be references to fifty percent (50%). (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that If (i) this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) terminated by the Company pursuant to Section 7.1(c)(i7.1(h), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii7.1(g), or (iii) due (A) a Pre-Termination Takeover Proposal shall have been made and not publicly and definitively withdrawn at least five Business Days prior to an intentional breach by the Company Stockholders’ Meeting and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii7.1(d) and all other conditions set forth in Article VI (excluding Section 6.1(dB) and Section 6.2(d)) shall have been satisfied at any time on or waived (other than those conditions that by their nature are prior to be satisfied at the Closing)12 month anniversary of such termination, the Company shall pay or any of its Subsidiaries enters into a definitive agreement with respect to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement any transaction included within the definition of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Company Takeover Proposal has been made and publicly announced before this Agreement has been voted on by (a “Company Takeover Transaction”) (whether or not involving the shareholders same Company Takeover Proposal as that which was the subject of the Company, Pre-Termination Takeover Proposal but giving effect to the proviso to this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii7.3(a)), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less in immediately available funds in the case of clause (i), in accordance with Section 5.3(f), in the case of clause (ii), within two Business Days of such termination, or in the case of clause (iii), upon the consummation of any Expense Reimbursement previously paid by Company Takeover Transaction; provided, that for the Companypurposes of clause (iii)(B) only, all references in the definition of Company Takeover Proposal to “20%” shall instead be references to “50%.” (cb) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement For purposes of this Section 7.3. If , a “Pre-Termination Takeover Proposal” shall be deemed to occur if, after the date of this Agreement, (i) a Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. Takeover Proposal (or its successors an intention to make a Company Takeover Proposal) is made and publicly disclosed or assigns(ii) in effect any person (or Representative thereof acting on behalf of such person) shall have publicly announced a Company Takeover Proposal (or an intention to make a Company Takeover Proposal) with respect to the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Company.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If (1) (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(d)(i8.01(b)(i) and, at the time of such termination, any of the conditions set forth in Section 7.01(b) or, in connection with the Required Statutory Approvals, Section 7.01(c) shall have not been satisfied, (B) either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(ii) (if, and only if, the applicable Legal Restraint giving rise to such termination arises in connection with the Required Statutory Approvals) or (iiC) by if the Company terminates this Agreement pursuant to Section 7.1(c)(i8.01(c)(ii) based on a failure by Parent to perform its covenants or agreements under Section 6.03, and in each case of the foregoing clauses (A), then(B) and (C), at the time of such termination, all other conditions to the Closing set forth in any Section 7.01(a), Section 7.03(a), Section 7.03(b) and Section 7.03(c) shall have been satisfied or waived (except for (I) those conditions that by their nature are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such event under clause termination or (iII) those conditions that have not been satisfied as a result of a breach of this Agreement by Parent), or (2) the Company terminates this Agreement pursuant to Section 8.01(c)(iii), then Parent shall pay to the Company a fee of $326,900,000 in cash (the “Parent Termination Fee”). Parent shall pay the Parent Termination Fee to the Company (to an account designated in writing by the Company) no later than three (3) Business Days after the date of the applicable termination. (ii) of If the Company terminates this Agreement pursuant to Section 7.3(a8.01(c)(i) or Parent terminates this Agreement pursuant to Section 8.01(d)(i), the Company shall pay to Parent, by wire transfer, an amount equal to Parent a fee of $1,300,000 212,500,000 in cash (the “Company Termination Fee”). The Company shall pay the Company Termination Fee to Parent (to an account designated in writing by Parent) prior to or concurrently with such termination of this Agreement by the Company pursuant to Section 8.01(c)(i) or no later than three (3) Business Days after the date of such termination of this Agreement by Parent pursuant to Section 8.01(d)(i). (iii) If (x1) either Parent or the Company terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and 8.01(b)(iii), (y2) prior to any such terminationthe Company Shareholders Meeting, a Company Takeover Proposal has shall have been madepublicly disclosed and, then as of the Company Shareholders Meeting, such Company Takeover Proposal shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs not have been withdrawn and (3) within 12 nine (9) months after the termination date. If Parent of this Agreement, the Company shall have terminated this Agreement pursuant entered into a definitive agreement with respect to, or consummated, a Company Takeover Proposal (whether or not the same Company Takeover Proposal referred to Section 7.1(d)(iin clause (2)), then the Company shall pay the Company Termination Fee promptly, but to Parent (to an account designated in no event more than writing by Parent) within two (2) business days Business Days after the earlier of the date of receipt of Parent’s termination noticethe Company enters into such definitive agreement or consummates such Company Takeover Proposal. For purposes of clause (3) of this Section 7.38.02(b)(iii), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 5.25.01, except that all references therein to 20% the applicable percentage in the definition of “Company Takeover Proposal” shall be deemed to be references to 50“50.1%” rather than “30% or more”. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. If: (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii8.1(b) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to Section 8.1(b)) or by Parent pursuant to Section 8.1(e) and all (ii) within eighteen (18) months after termination of this Agreement, the Company consummates a transaction in respect of, or enters into a letter of intent, agreement in principle, acquisition agreement or other conditions definitive agreement providing for, any Competing Proposal (for purposes of this subsection, substituting 50% for the 10% thresholds set forth in Article VI the definition of Competing Proposal); (excluding b) this Agreement is terminated by Parent pursuant to Section 6.1(d8.1(g); or (c) and this Agreement is terminated by the Company pursuant to Section 6.2(d8.1(h)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), ; then in any such event the Company shall pay to Parent a fee payable in cash equal to $10,257,222 (the "Company Termination Fee"), less the amount of any Expense Reimbursement paid pursuant to Section 8.6(b), to an account designated in writing by Parent, by wire transferand thereafter neither the Company nor any other person shall (subject to the provisions of Section 8.2(b)) have any further liability to Parent, an amount which Acquisition Sub or any other person with respect to this Agreement or the transactions contemplated hereby (and upon payment thereof the Company Termination Fee shall not exceed $600,000 be the sole and which shall represent reimbursement exclusive remedy (subject to the provisions of documented out-of-pocket costs and expenses (including the costs and expenses Section 8.2(b) ) of counsel) incurred by Parent and Merger Acquisition Sub in connection with this Agreement against the Company, its subsidiaries and their respective former, current and future Representatives for any loss suffered as a result of the Transactions (failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder), such amount, the “Expense Reimbursement”). Such payment shall occur to be made (i) concurrent with termination in the event case of any Section 8.3(a), at the earlier of (A) when the Company enters into a letter of intent, agreement in principle, acquisition agreement or other definitive agreement providing for such termination by the Company, Competing Proposal or (B) when a transaction in respect of such Competing Proposal is consummated; (ii) in the case of Section 8.3(b), no later than two (2) business days Business Days after the Company’s receipt termination of Parent’s termination notice this Agreement; or (iii) in the case of Section 8.3(c), upon the termination of this Agreement; it being understood that in no event shall the Company be required to pay the fee referred to in this Section 8.3 on more than one occasion. For the avoidance of doubt and notwithstanding anything to the contrary herein, any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on payment by the shareholders Company of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company Expense Reimbursement shall pay Parent be credited against the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the CompanyFee, Parent and Merger Sub acknowledges if any, that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be may become payable by the Company pursuant hereunder, and following receipt by Parent of the Company Termination Fee, Parent shall not thereafter be entitled to this Section 7.3receive any Expense Reimbursement.

Termination Fees. (a) In the event that If Holdings terminates this Agreement is terminated: pursuant to (i) by Parent pursuant to Section 7.1(d)(i6.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i6.1(d)(ii), thenin each case, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company Parent shall pay to Parent, by wire transfer, an amount equal to Holdings a fee of $1,300,000 100,000,000 in cash (the “Company Parent Breach Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfertransfer of immediately available funds in accordance with the Seller Wiring Instructions, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days Business Days after the Company’s receipt date of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before termination. (b) If either Parent or Holdings terminates this Agreement has been voted on by under Section 6.1(b)(i) or Section 6.1(b)(ii) (but only if the shareholders applicable Legal Restraint relates to the HSR Clearance) and, at the time of such termination, all of the Companyconditions in Article V have been satisfied or duly waived by all Parties entitled to the benefit thereof, this Agreement is terminated by Parent or except for (i) the Company pursuant to condition in Section 7.1(b)(iii5.1(a), and (ii) the Company consummates condition in Section 5.1(b) (but only if the applicable Legal Restraint relates to the HSR Clearance), (iii) the condition in Section 5.2(d) or (iv) any other condition that by its nature is to be satisfied at the Closing (provided that such condition would be capable of being satisfied if the Closing Date were the date of such termination), Parent shall pay to Holdings a transaction pursuant to any Takeover Proposal within 12 months after such termination datefee of $80,000,000 in cash (the “Parent Antitrust Termination Fee” and, then concurrently together with the closing Parent Breach Termination Fee, the “Parent Termination Fees”), by wire transfer of immediately available funds in accordance with the Seller Wiring Instructions, no later than two (2) Business Days after the date of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companytermination. (c) Each Notwithstanding anything herein to the contrary (including Section 6.2), if this Agreement is terminated under circumstances in which Parent is required to pay a Parent Termination Fee, other than the Seller Parties’ right to payment of the CompanyReimbursable Expenses, (i) seeking and obtaining Parent’s payment of such Parent Termination Fee shall be the sole and exclusive remedy of the Seller Parties and their respective Representatives for any Claims or Losses suffered or incurred by the Seller Parties or any of their respective Representatives that may be based on, arise out of or related to this Agreement or the transactions contemplated hereby, (ii) other than the obligation to pay such Parent Termination Fee, Parent, Buyer and their respective Representatives shall have no further Liability that may be based on, arise out of or related to this Agreement or the transactions contemplated hereby, (iii) none of the Seller Parties or any of their respective Representatives shall have, and the Seller Parties, on behalf of themselves and their respective Representatives, expressly waive and relinquish, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity) that may be based on, arise out of or related to this Agreement or the transactions contemplated hereby, and (iv) the maximum aggregate Liability of Parent and Merger Sub acknowledges its Representatives to the Seller Parties and their respective Representatives that the agreements contained in may be based on, arise out of or related to this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement Agreement or the Company transactions contemplated hereby shall not exceed such Parent Termination Fee when dueand, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.subject to

Termination Fees. (a) (i) In the event that (1) this Agreement is terminated: (i) by Parent shall have been terminated pursuant to Section 7.1(d)(i9.1(b)(i), Section 9.1(b)(iv), or Section 9.1(c)(i) due to a breach by Parent of Section 7.6, Section 7.8 or Section 7.12, (2) Parent or any other Person shall have publicly disclosed or announced a Parent Alternative Proposal made on or after the date of this Agreement but prior to the Parent Meeting, and such Parent Alternative Proposal has not been withdrawn at least five (5) days prior to the date of the Parent Meeting (or prior to the termination of this Agreement if there has been no Parent Meeting) and (3) within nine (9) months of such termination, such Parent Alternative Proposal is consummated; provided that, for purposes of this subclause (3), the references to “20%” in the definition of “Parent Alternative Proposal” shall be deemed to be references to “more than 80%”; (or) (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates have terminated this Agreement pursuant to Section 7.1(d)(ii9.1(c)(ii); then, Parent shall, (A) in the case of clause (i) above, upon the consummation of a Parent Alternative Proposal, and (B) in the case of clause (ii) above, within two (2) Business Days of such termination, pay the Company (or one or more of its designees) the Parent Termination Fee by wire transfer of immediately available funds to one or more accounts designated by the Company; it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. Following receipt by the Company (or one or more of its designees) of the Parent Termination Fee in accordance with this Section 9.3(a), Parent shall have no further liability with respect to this Agreement or the transactions contemplated herein to the Company or its Subsidiaries or Affiliates or any other Person, other than in respect of Willful and Material Breach of this Agreement or Fraud. (b) (i) In the event that (1) this Agreement shall have been terminated pursuant to Section 9.1(b)(i), Section 9.1(b)(iii), or Section 9.1(d)(i) due to an intentional a breach by the Company of Section 7.5 or Section 7.12 (2) the Company or any other Person shall have publicly disclosed or announced a Company Alternative Proposal made on or after the date of this Agreement but prior to the date of termination, and such Company Alternative Proposal has not been withdrawn at least five (5) days prior to the earlier of the Expiration Date or prior to the termination of this Agreement and (y3) prior to any within nine (9) months of such termination, a Takeover such Company Alternative Proposal has been madeis consummated; provided that, then for purposes of this subclause (3), the references to “20%” in the definition of “Company Alternative Proposal” shall pay Parent be deemed to be references to “more than 80%”; or (ii) the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i9.1(d)(ii); then, the Company shall, (A) in the case of clause (i) above, upon the consummation of a Company Alternative Proposal, and (B) in the case of clause (ii) above, within two (2) Business Days of such termination, pay Parent (or one or more of its designees) the Company Termination Fee by wire transfer of immediately available funds to one or more accounts designated by Parent; it being understood that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. Following receipt by Parent (or one or more of its designees) of the Company Termination Fee in accordance with this Section 9.3(b), the Company shall pay have no further liability with respect to this Agreement or the Company Termination Fee promptlytransactions contemplated herein to Parent or its Subsidiaries or Affiliates or any other Person, but other than in no event more than two (2) business days after the date respect of receipt of Parent’s termination notice. For purposes Willful and Material Breach of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%Agreement or Fraud. (bc) In the event that this Agreement is shall have been terminated by Parent or the Company pursuant to Section 7.1(b)(iii9.1(b)(v) and all other conditions set forth in Article VI on or after 1 August 2022, Parent shall, within ten (excluding Section 6.1(d10) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing)Business Days of such termination, pay the Company shall pay (or one or more of its designees) an amount equal to Parent, USD 50,000,000 by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement transfer of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination immediately available funds to one or more accounts designated by the Company. Following receipt by the Company (or one or more of its designees) of such amount in accordance with this Section 9.3(c), or (ii) Parent shall have no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before further liability with respect to this Agreement has been voted on by or the shareholders transactions contemplated herein to the Company or its Subsidiaries or Affiliates or any other Person, other than in respect of the Company, Willful and Material Breach of this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the CompanyFraud. (cd) Each of If either party fails to timely pay an amount due pursuant to this Section 9.3, the Company, Parent and Merger Sub acknowledges defaulting party shall pay the non-defaulting party interest on such amount at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made plus 3% per annum through the date such payment is actually received. (e) The parties acknowledge that the agreements contained in this Section 7.3 9.3 are an integral part of Transactions. In the event transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement. (f) The parties intend and shall use all reasonable endeavours to secure that the Company shall fail to pay the Expense Reimbursement or Parent Termination Fee and the Company Termination Fee when due(together, the Company “Termination Fees”), if paid, being compensatory in nature, shall reimburse Parent not be treated for VAT purposes as consideration for a taxable supply. If, however, a Termination Fee is treated by any Governmental Entity, in whole or in part, as consideration for a taxable supply and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub a Governmental Entity determines that VAT is due: (including reasonable expenses of counseli) in connection with the collection under and enforcement case where VAT is due from the payee of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences relevant Termination Fee (or the representative member of the group of which the payee is a suit for paymentparty), the Company Termination Fee shall indemnify Parent for its fees be inclusive of any such VAT; and expenses (including attorneys fees and expensesii) incurred in connection with such suit and shall pay interest on the case where VAT is due from the payor of the relevant Termination Fee (or the representative member of the group of which the payor is a party) under the reverse charge mechanism or under any similar mechanism outside the European Union or the United Kingdom, the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company relevant Termination Fee shall be payable by reduced to such amount so that the Company pursuant to this Section 7.3aggregate of the relevant Termination Fee and such reverse charge VAT equals the amount of the relevant fee had no such reverse charge VAT arisen.

Termination Fees. (a) In the event that If this Agreement is terminated: terminated by: (i) by Parent pursuant to Section 7.1(d)(i) on the basis of a breach of a covenant or (ii) by agreement contained in this Agreement or either Parent or the Company pursuant to Section 7.1(c)(i), then, 7.1(b)(i) or Section 7.1(b)(iii) and in any such event under clause case (iA) prior to such termination (or (ii) of this Section 7.3(a), prior to the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (Stockholders’ Meeting in the “Company Termination Fee”). If (x) Parent terminates this Agreement case of termination pursuant to Section 7.1(d)(ii) due 7.1(b)(iii)), a Company Acquisition Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not publicly withdrawn prior to an intentional breach by the Company such date and (yB) prior to any within twelve (12) months after such termination, a Takeover Company Acquisition Proposal has been made, then is consummated or the Company shall pay Parent the enters into a definitive agreement with respect to a Company Termination Fee at the closing Acquisition Proposal, which transaction is thereafter consummated (regardless of the when such transaction pursuant to the Takeover Proposal; is consummated) (provided, however, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For for purposes of this Section 7.37.3(a)(i)(B), the term references to “Takeover Proposaltwenty percent (20%)” shall have in the meaning assigned to such term in Section 5.2, except that all references therein to 20% definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 7.1(c)(iii); or (iii) Parent pursuant to Section 7.1(d)(ii); then, in any such case, the Company shall pay, or cause to be paid, to Parent the Company Termination Fee. Any payments required to be made under this Section 7.3(a) shall be made by wire transfer of same-day funds to the account or accounts designated by Parent, (x) in the case of clause (i) above, on the same day as the consummation of the transaction contemplated therein, (y) in the case of clause (ii) above, immediately prior to or simultaneously with such termination and (z) in the case of clause (iii) above, promptly, but in no event later than three (3) Business Days after the date of such termination. (b) If this Agreement is terminated by: (i) the Company pursuant to Section 7.1(c)(i) on the basis of a breach of a covenant or agreement contained in this Agreement or either Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iv), and in any such case (A) prior to such termination (or prior to the Parent Stockholders’ Meeting in the case of termination pursuant to Section 7.1(b)(iv)), a Parent Acquisition Proposal that has been made after the date of this Agreement shall have been publicly disclosed and not publicly withdrawn prior to such date and (B) within twelve (12) months after such termination, a Parent Acquisition Proposal is consummated or Parent enters into a definitive agreement with respect to a Parent Acquisition Proposal, which transaction is thereafter consummated (regardless of when such transaction is consummated) (provided, however, that for purposes of this Section 7.3(b)(i)(B), the references to “twenty percent (20%)” in the definition of Parent Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) Parent pursuant to Section 7.1(d)(iii); or (iii) the Company pursuant to Section 7.1(c)(ii); then, in any such case, Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee. Any payments required to be made under this Section 7.3(b) shall be made by wire transfer of same-day funds to the account or accounts designated by the Company, (x) in the case of clause (i) above, on the same day as the consummation of the transaction contemplated therein, (y) in the case of clause (ii) above, immediately prior to or simultaneously with such termination and (z) in the case of clause (iii) above, promptly, but in no event later than three (3) Business Days after the date of such termination. (c) In the event that this Agreement is terminated by (i) either Parent or the Company pursuant to Section 7.1(b)(iii), (ii) the Company pursuant to Section 7.1(c)(iv) or (iii) Parent pursuant to Section 7.1(d)(i) or Section 7.1(d)(iv) and all other conditions set forth any of (A) (x) a breach or inaccuracy in Article VI (excluding any representation, warranty or covenant contained in Section 6.1(d3.27 and the fact or facts giving rise to such breach or inaccuracy causes Parent Tax Counsel to be unwilling or unable to deliver the opinion described in Section 6.2(e) and (y) either Company Tax Counsel or the Additional Tax Counsel is unwilling or unable to deliver the opinion described in Section 6.2(d)6.2(e) shall have been satisfied for any reason or waived (other than those conditions that by their nature are B) the Company fails to be satisfied at the Closing)comply with Section 5.15, then the Company shall pay to Parent, Parent (by wire transfer, an amount which shall not exceed $600,000 transfer of immediately available funds) the reasonable and which shall represent reimbursement of documented out-of-pocket costs and expenses, including all fees and expenses (including incurred in connection with the costs financing of the transactions contemplated by this Agreement and the fees and expenses of counsel) , accountants, investment bankers, experts and consultants, incurred by Parent and Merger Sub in connection with this Agreement and the Transactions transactions contemplated by this Agreement in an amount not to exceed $85,000,000 (such amount, the “Expense ReimbursementParent Expenses”). Such ; provided that any payment of the Parent Expenses shall occur not affect Parent’s right to receive any Company Termination Fee otherwise due under Section 7.3(a), but shall reduce, on a dollar-for-dollar basis, any Company Termination Fee that becomes due and payable under Section 7.3(a). (id) concurrent with termination in In the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b)(iii7.1(b)(iv), then Parent shall pay the Company (by wire transfer of immediately available funds) the reasonable and documented out-of-pocket costs and expenses, including the fees and expenses of counsel, accountants, investment bankers, experts and consultants, incurred by the Company in connection with this Agreement and the transactions contemplated by this Agreement in an amount not to exceed $56,000,000 (the “Company consummates Expenses”); provided that any payment of the Company Expenses shall not affect the Company’s right to receive any Parent Termination Fee otherwise due under Section 7.3(b), but shall reduce, on a transaction pursuant dollar-for-dollar basis, any Parent Termination Fee that becomes due and payable under Section 7.3(b). (e) Notwithstanding anything to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transactioncontrary set forth in this Agreement, the parties agree that in no event shall either the Company shall or Parent be required to pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by or the CompanyParent Termination Fee, as applicable, on more than one occasion. (cf) Each of Notwithstanding anything to the Company, Parent and Merger Sub acknowledges that the agreements contained contrary set forth in this Section 7.3 are an integral part of Transactions. In the event that Agreement, Parent’s right to receive payment from the Company shall fail to pay the Expense Reimbursement or of the Company Termination Fee when due, pursuant to Section 7.3(a) and/or the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails right to promptly make any receive payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal Parent Expenses pursuant to 300 basis points above Section 7.3(c), shall, in circumstances in which the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable or Parent Expenses (as applicable) are owed, constitute the sole and exclusive monetary remedy (other than (i) in the event of a termination pursuant to Section 7.1(d)(ii)(B) and (C), (ii) in the event of an intentional breach by the Company pursuant to this of Section 7.3.5.15 or a fraudulent breach of Section 3.27 and

Termination Fees. (a) In the event that this Agreement is validly terminated: : (i) by Parent Seller pursuant to Section 7.1(d)(i7.01(d)(i) or Section 7.01(d)(ii) (ii) by the Company pursuant or is otherwise terminated when Seller was entitled to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates terminate this Agreement pursuant to Section 7.1(d)(ii7.01(d)(i) due to an intentional breach or Section 7.01(d)(ii)), (ii) by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement Purchaser pursuant to Section 7.1(d)(i), 7.01(b)(ii) at a time when (A) the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Section 6.01(c)(i) is the only condition in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived which remains unsatisfied (other than those conditions that by their nature terms are to be satisfied or waived at the Closing itself, but subject to the ability of such conditions to be satisfied at the Closing), (B) the Company DOE’s written response to the DOE Preacquisition Application following the completion of the DOE’s comprehensive review has been received and (C) Purchaser does not have a right to terminate this Agreement under Section 7.01(b)(i), Section 7.01(b)(iii), or Section 7.01(c)(i), or (iii) by Purchaser pursuant to Section 7.01(c)(ii) at a time when Purchaser does not have a right to terminate this Agreement under Section 7.01(b)(i) or Section 7.01(c)(i), then Purchaser shall pay to Parent, Seller (or Seller’s designee) a non-refundable termination fee of $88,800,000 in cash by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement transfer of documented out-of-pocket costs and expenses immediately available funds (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense ReimbursementTermination Fee”). Such payment shall occur ) as promptly as practicable and in any case within two Business Days following such termination. (ib) concurrent with termination Purchaser acknowledges that in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company Purchaser shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company Purchaser shall reimburse Parent Seller and Merger Sub its Affiliates for all reasonable costs and expenses actually incurred or accrued by Parent Seller or Merger Sub its Affiliates (including reasonable fees and expenses of counsel) in connection with any action (including the collection under filing of any lawsuit) taken to collect payment of such amount, together with interest on such unpaid amounts at four percent per annum, calculated on a daily basis from the date such amounts were required to be paid to the date of actual payment. The Parties acknowledge and enforcement of agree that nothing in this Section 7.3. If 7.03 shall be deemed to affect their respective rights to specific performance under Section 10.13. (c) In the Company fails event that Seller shall receive full payment pursuant to promptly make Section 7.03(a), the receipt of the Termination Fee, as applicable, shall be deemed to be liquidated damages for any payment required under this Section 7.3 and Parent commences a suit for paymentall Losses suffered or incurred by Seller, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred Group or any of the Related Parties or their respective Representatives in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby (and the abandonment or termination thereof) or any matter forming the basis for such suit termination, and none of Seller, the Company Group or any of the Related Parties or their respective Representatives shall pay interest be entitled to bring or maintain any Proceeding against Purchaser, the Debt Financing Sources or their respective Affiliates and Representatives arising out of or in connection with this Agreement, the Debt Commitment Letter, any Fee Letter, the Ancillary Documents or any transactions contemplated hereby or thereby (or the abandonment or termination thereof) or any matters forming the basis for such termination. (d) The Parties acknowledge and agree that the agreements contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement, that any payment of the Termination Fee is not a penalty but is liquidated damages in a reasonable amount that will compensate Seller in the circumstances in which such fees are payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision and that, without these agreements, the Parties would not have entered into this Agreement. (e) Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.03 and Seller’s rights set forth in Section 10.13, the Parties acknowledge that, in the circumstances where the Termination Fee is paid to Seller pursuant to Section 7.03(a), the reimbursement and indemnification obligations of Purchaser and its Affiliates under Section 5.15 and Seller’s receipt of the Termination Fee and any other amounts pursuant to Section 7.03(b) from Purchaser and Seller’s right to seek specific performance of this Agreement by Purchaser prior to termination of this Agreement, as provided for and subject to the limitations set forth in Section 10.13, shall be the sole and exclusive remedy of Seller, the Company Group and the Related Parties and their respective Representatives, successors and assigns against Purchaser, the Debt Financing Sources and their respective Affiliates and Representatives for any Losses and Liabilities suffered as a result of this Agreement, the Debt Commitment Letter, any Fee Letter, the Ancillary Documents, the transactions contemplated hereby and thereby, the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder, any statements or representations made in connection with this agreement or under any theory of liability related to any of the foregoing or otherwise, whether at law or in equity, in contract, in tort or otherwise, and upon receipt by Seller of such amounts, none of Purchaser, the Debt Financing Sources or their respective Affiliates and Representatives shall have any further Liability or obligation relating to or arising out of this Agreement, the Debt Commitment Letter, any Fee Letter, the Ancillary Documents or the transactions contemplated hereby or thereby. For the avoidance of doubt, in the circumstances where this Agreement has been terminated by Seller pursuant to Section 7.01(d)(i) or Section 7.01(d)(ii) and Seller has received full payment of the Termination Fee pursuant to Section 7.03(a), none of Seller, the Company Group or any Related Party or their respective Affiliates, Representatives, successors and assigns will be entitled to monetary damages in excess of the amount of the Termination Fee (except for any indemnification or reimbursement pursuant to Section 5.16 and any amounts payable pursuant to Section 7.03(b)). In any other circumstance, the amount of the Termination Fee shall not serve as a cap or limitation on the amount of any monetary damages to which Seller, the payment at a rate equal Company Group or any Related Party of their respective Affiliates, Representatives, successors and assigns may be entitled pursuant to 300 basis points above or in connection with this Agreement, the prime rate of Citibank N.A. Debt Commitment Letter, any Fee Letter, the Ancillary Documents and the transactions contemplated hereby and thereby (or its successors or assigns) in effect on including the date the payments was payable hereunderfailure to consummate any such transactions). In no event shall an amount (i) Purchaser be required to pay the Termination Fee on more than one full occasion, whether paid by or on behalf of Purchaser or any of its Affiliates or (ii) Seller, the Company Group or the Related Parties be entitled to receive (or designate any other Persons to receive) the Termination Fee more than once, and while Seller may pursue both a grant of specific performance to consummate the Closing in accordance with Section 10.13 and the payment of the damages or Termination Fee under Section 7.03(a), under no circumstances shall Seller be permitted or entitled to receive both a grant of specific performance to consummate the Closing and any payment of the Termination Fee. For the avoidance of doubt, in no event shall the Termination Fee be payable by on more than one occasion, regardless of whether the Company pursuant termination fee is payable in respect of more than one event giving rise to this Section 7.3a right of termination.

Termination Fees. If this Agreement shall have been terminated pursuant to Sections 7.1(b) (provided, that in case of termination pursuant to Section 7.1(b) the conditions to the Tender Offer in clauses (a) In and (e) of Annex A shall be satisfied and the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(iMinimum Condition shall be unsatisfied and at the time of such termination there shall have been publicly disclosed and not withdrawn or terminated an ASARCO Takeover Proposal), 7.1(c), 7.1(d), 7.1(e)(i) or 7.1(h) (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after in the case of a termination date. If Parent pursuant to 7.1(h), at the time of the ASARCO Shareholders Meeting an ASARCO Takeover Proposal shall have terminated this Agreement pursuant to Section 7.1(d)(ibeen publicly disclosed and not withdrawn or terminated), the Company then ASARCO shall pay the Company Termination Fee promptly, but (except as otherwise provided in Section 7.1(d)) no event more less than two (2) business days after the date termination of receipt this Agreement, pay Parent a fee equal to $40 million (the "Termination Fee"), payable by wire transfer of Parent’s same day funds; provided, however, that no ASARCO Termination Fee shall be payable to Parent pursuant to this paragraph unless and until within 18 months of such termination noticeASARCO or any of its Subsidiaries enters into any ASARCO Acquisition Agreement or consummates any ASARCO Takeover Proposal, except as provided otherwise in Section 7.1(d). For the purposes of this Section 7.3, the term “foregoing proviso the terms "ASARCO Acquisition Agreement" and "ASARCO Takeover Proposal” " shall have the meaning meanings assigned to such term terms in Section 5.25.7, except that all references therein the reference to 20% the "acquisition or purchase of a business or shares of any class of equity securities of ASARCO or any of its Subsidiaries" in the definition of "ASARCO Takeover Proposal" in Section 5.7 shall be deemed to be references a reference to 50%. (b) In the event "acquisition or purchase of a business that this Agreement is terminated by Parent constitutes 20% or more of the net revenues, net income or the Company pursuant to Section 7.1(b)(iii) assets of ASARCO and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied its Subsidiaries, taken as a whole, or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event 20% of any such termination by class of equity securities of ASARCO or any of its Subsidiaries," in which event the Company, or (ii) no later than two (2) business days after Termination Fee shall be payable upon the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant first to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing occur of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub events. ASARCO acknowledges that the agreements contained in this Section 7.3 7.4(a) are an integral part of Transactions. In the event that the Company shall fail transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if ASARCO fails promptly to pay the Expense Reimbursement or ASARCO Termination Fee, and, in order to obtain such payment, Parent commences a suit which results in a judgment against ASARCO for the Company ASARCO Termination Fee when dueFee, the Company ASARCO shall reimburse pay to Parent and Merger Sub for all reasonable its costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counselattorneys' fees and expenses) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for paymentsuch suit, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection together with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above ASARCO Termination Fee and the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee required to be payable by the Company pursuant to this Section 7.3made.

Termination Fees. (a) In the event that (x) this Agreement is terminated: terminated (i) by Parent pursuant to Section 7.1(d)(i9.1(b), Section 9.1(c) or Section 9.1(d) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i9.1(b) or Section 9.1(c) after the date that is twelve (ii12) months following the date of this Section 7.3(a)Agreement (provided, that if on such date Parent remains actively engaged in a good faith effort to satisfy the HSR closing condition, including, but not limited to, through discussion and negotiation with the DOJ or through any stage of litigation, such period shall be extended by up to a maximum of three (3) additional months (the “Extension Period”) and the Company shall pay have no ability to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates terminate this Agreement pursuant to this Section 7.1(d)(ii) due to an intentional breach by the Company 9.5 during such Extension Period), and (y) prior as of the date of termination, (i) the condition set forth in Section 6.1(d) has not been satisfied and (ii) all conditions set forth in Section 6.2 (other than Section 6.2(o)) shall have been satisfied or waived, Parent shall pay to any the Company (or its designee), within one Business Day of such termination, a Takeover Proposal has been made, then fee equal to $30,000,000 (less the aggregate amount of all Monthly Payments previously paid to the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), 5.12(d) hereof) by wire transfer of immediately available funds to an account or accounts designated in writing by the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination noticeCompany. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing9.1(f), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors designee), within one Business Day of such termination, a fee equal to $30,000,000 by wire transfer of immediately available funds to an account or assigns) accounts designated in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable writing by the Company pursuant to this Section 7.3Parent.

Termination Fees. (a) In the event that this This Agreement is terminated: may be terminated by: (i) by Parent pursuant to Section 7.1(d)(i) or mutual agreement of the parties at any time, (ii) by either party, if, at the Stockholder Meeting (including any adjournment or postponement thereof), the Stockholder Approval shall have not been obtained; (iii) by either party if any court of competent jurisdiction or any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently restricting, enjoining, restraining or otherwise prohibiting the transactions contemplated hereby and such order, decree or ruling or other action shall have become final and nonappealable; (iv) by the Company pursuant if (x) the Board of Directors of Proha fails to Section 7.1(c)(i), then, in any such event under clause (i) recommend the approval of this Agreement and the transactions contemplated hereby to its stockholders at a duly convened meeting or (iiy) the representation contained in Section 6.5(c) shall not be true and correct; (v) by Proha if (x) the Board of Directors of the Company approves an Alternative Transaction, or (y) the Company otherwise materially breached the provisions of Sections 5.5 or 5.7 or (z) Section 5.1(a)(vi) of this Section 7.3(a), Agreement; or (vi) by Proha if (x) the Company shall pay have failed to Parentobtain a fairness opinion as required by Section 5.12, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and or (y) prior the condition contained in Section 7.2(n) has not been satisfied and Proha has provided written notice to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to same within the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term time frame specified in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%7.2(n). (b) In addition to the event that foregoing, this Agreement shall automatically terminate and be of no further force and effect if the transactions contemplated hereby are not consummated on or prior to September 30, 2001. (c) If this Agreement is terminated (x) by Proha in accordance with Section 9.4(a)(v) (other than a termination pursuant to Section 9.4(a)(v)(z) prior to the delivery by Proha of the Artemis Entities U.S. GAAP Financial Statements) or Section 9.4(a)(vi)(x) or (y) by the Company in accordance with Section 9.4(a)(iv), the Company or Proha, as the case may be, shall (x) reimburse Proha or the Company, as the case may be, in immediately available funds for the out-of-pocket expenses of Proha or the Company, as the case may be, (including, without limitation, printing fees, filing fees and fees and expenses of its legal advisors and outside accountants (which shall include, in the case of Proha, all fees and expenses of its outside accountants incurred in connection with preparing the Artemis Entities U.S. GAAP Financial Statements)) related to this Agreement or the other Documents, the transactions contemplated hereby and thereby and any related financing, and (y) pay to Proha or the Company, as the case may be, in immediately available funds an amount equal to $250,000 (the "Termination Fee"). (d) If this Agreement is terminated by Parent Proha or the Company pursuant to Section 7.1(b)(iii9.4(a)(ii) hereof and all other conditions set forth in Article VI (excluding Section 6.1(dx) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal Alternative Transaction has been made and publicly announced before or communicated to the Company's shareholders after the date of this Agreement has been voted on by and prior to the shareholders Stockholders Meeting and, to the extent applicable, (y) concurrently with or within twelve (12) months after the date of such termination the Company enters into a binding agreement with respect to such Alternative Transaction, then the Company shall (i) within one (1) Business Day of the Companydate of termination pursuant to Section 9.4(a)(ii) (A) pay to Proha 50% of the Termination Fee and (B) reimburse Proha in immediately available funds for the out-of-pocket expenses of Proha (including, without limitation, printing fees, filing fees and fees and expenses of its legal advisors and outside accountants (which shall include, in the case of Proha, all fees and expenses of its outside accountants incurred in connection with preparing the Artemis Entities U.S. GAAP Financial Statements)) related to this Agreement or the other Documents, the transactions contemplated hereby and thereby and any related financing, and (ii) within one (1) Business Day of the consummation of such Alternative Transaction (including any revisions or amendments thereto) pay to Proha 50% of the Termination Fee. (e) If this Agreement is terminated by Parent or the Company pursuant to Proha in accordance with Section 7.1(b)(iii9.4(a)(vi)(y), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub Proha in immediately available funds for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable the out-of-pocket expenses of counsel) in connection with Proha incurred after the collection under date hereof (including, without limitation, printing fees, filing fees and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses of its legal advisors and outside accountants (including attorneys all fees and expenses) expenses of its outside accountants incurred in connection with such suit and shall pay interest on preparing the amount of Artemis Entities U.S. GAAP Financial Statements)) related to this Agreement or the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) other Documents in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by not to exceed $500,000 in the Company aggregate. (f) No termination of this Agreement shall affect any party's liability for willful breach of this Agreement and, except for liability from a willful breach, or pursuant to Section 9.4(c), or (d) or (e), no party shall have any liability to the other in the event of a termination of this Section 7.3Agreement.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii) or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing7.1(d)(ii), then the Company shall pay to Parent, no later than the second (2nd) Business Day following termination in the case of Section 7.1(c)(ii) and concurrently with termination in the case of Section 7.1(d)(ii), by wire transfer, an amount which shall not exceed transfer of same-day funds (i) a termination fee of $600,000 5,850,000 (the "Termination Fee") and which shall represent reimbursement of documented (ii) all reasonable out-of-pocket costs expenses, actually documented and expenses (including the costs and expenses incurred or payable by or on behalf of counsel) incurred by Parent and or Merger Sub in connection with this Agreement and or in anticipation of the Transactions (such amountwhether before or after the date of this Agreement), including all attorneys' fees, financial advisor's fees (including fees set forth in Section 4.10), accountants' fees and filing fees (the “"Expense Reimbursement”Payment"). Such payment ; provided that in no circumstance shall occur the Expense Payment exceed $1 million in the aggregate. (b) In the event that (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b)(iii), or Parent shall terminate this Agreement pursuant to Section 7.1(c)(i) as a result of a breach of Section 5.3, and (ii) in each case prior to the time of such termination a bona fide Takeover Proposal or an intention (whether or not conditional) to make a Takeover Proposal has been publicly made or otherwise made known to the Board of Directors of the Company or its stockholders and not withdrawn at least five (5) Business Days prior to termination, then the Company shall pay to Parent, no later than the second (2nd) Business Day following termination in the case of a termination by Parent and concurrently with such termination in the case of a termination by the Company, by wire transfer of same-day funds, one-half of the Termination Fee and the entire Expense Payment, and (iii) if, within 12 months after the date of such termination, a definitive agreement is entered into by the Company consummates a transaction pursuant or any of its Affiliates with respect to any Takeover Proposal within 12 months after such termination dateor any Takeover Proposal is consummated, then concurrently with the closing of such transaction, the Company shall pay Parent to Parent, on the Company date such agreement is entered into or on the date that such Takeover Proposal is consummated, whichever is earlier, by wire transfer of same-day funds, an additional amount equal to one-half of the Termination Fee less any Expense Reimbursement previously paid by Fee; provided, however, that for the Companypurpose of this Section 7.3(b), all references in the definition of Takeover Proposal to "15%" shall instead be deemed to refer to "a majority". (c) Each of the Company, Company and Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactionsthe Transactions and that, without these agreements, Parent could not enter into this Agreement. In Accordingly, in the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee or Expense Payment when due, the Company Company, shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub it (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the Termination Fee and/or Expense Payment, as the case may be, from the date that such payment was required to be made until the date of actual payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) Citibank, N.A, in effect on the date that such payment was required to be made. (d) The parties agree that the payments was payable hereunder. In no event shall an amount more than one full Company payment of the Termination Fee and/or Expense Payments shall be the sole and exclusive remedy available to Parent and Merger Sub with respect to this Agreement and the Transactions in the event any payment of the Termination Fee and/or Expense Payments become due and payable by under the terms of this Agreement, and, upon payment of the applicable amount, the Company pursuant shall have no further liability to this Section 7.3Parent and Merger Sub hereunder.

Termination Fees. Any provision in this Agreement to the contrary notwithstanding, (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i(A) Seller or (ii) by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent Buyer shall have validly terminated this Agreement pursuant to Section 7.1(d)(i7.1(b) or 7.1(c) (and, in the case of termination pursuant to Section 7.1(b) due to the fact that the Financing is not available to Buyer, such failure is for reasons other than a breach by Seller or the Company of the Transaction Documents); (B) Seller shall have validly terminated this Agreement pursuant to Section 7.1(d) or 7.1(g) (and, in the case of termination pursuant to Section 7.1(g) due to the fact that the Financing is not available to Buyer, such failure is for reasons other than a breach by Seller or the Company of the Transaction Documents); (C) this Agreement shall have been terminated pursuant to Section 7.1(f); or (D) Seller or Offeror (as defined in the Tender Offer Agreement) shall have validly terminated the Tender Offer Agreement pursuant to Section 6.02(a) or 6.02(b) thereof; or (E) Seller shall have validly terminated the Tender Offer Agreement pursuant to Section 6.04(a) or 6.04(c) thereof; and in any such case Buyer, Offeror or any of their Affiliates has committed a Willful Breach that resulted in the facts giving rise to such termination of this Agreement or the Tender Offer Agreement, as applicable, Buyer shall pay or cause to be paid to Seller a reverse termination fee of $175,000,000 in cash; or (ii) Seller shall have validly terminated this Agreement pursuant to Section 7.1(d) or 7.1(g) (and, in the case of termination pursuant to Section 7.1(g) due to the fact that the Financing is not available to Buyer, such failure is for reasons other than a breach by Seller or the Company of the Transaction Documents) under any circumstances other than those specified in clause (i), or this Agreement shall have been terminated pursuant to Section 7.1(f) as a result of the termination of the Tender Offer Agreement pursuant to Section 6.04(a) or 6.04(c) thereof under any circumstances other than those specified in clause (i), Buyer shall pay or cause to be paid to Seller a reverse termination fee of $75,000,000 in cash (each such fee in clauses (i) and (ii), the Company shall pay “Buyer Termination Fee”), by wire transfer of same-day funds to one or more accounts designated by Seller, such payment to be made no later than three Business Days after such termination; provided, however, that it is expressly acknowledged and agreed by the Company Termination Fee promptly, but parties that in no event shall Buyer be required to pay the Buyer Termination Fee on more than two (2) business days after one occasion. Following receipt by Seller of the date of receipt of Parent’s termination notice. For purposes of applicable Buyer Termination Fee in accordance with this Section 7.3, the term “Takeover Proposal” Buyer shall have no further liability with respect to this Agreement or the meaning assigned transactions contemplated hereby to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%Seller or the Company. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event transactions contemplated by this Agreement, and that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when duewithout these agreements, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of parties would not have entered into this Agreement; accordingly, if Buyer fails to timely pay an amount due pursuant to this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and defaulting party shall pay the non-defaulting party interest on the such amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) as published in The Wall Street Journal in effect on the date such payment was required to be made through the payments date such payment was actually received. (c) Notwithstanding anything to the contrary in this Agreement, in the event Buyer fails to effect the Closing (including where such failure to effect the Closing is solely due to the fact that the Debt Financing is not available to the Buyer) or otherwise breaches this Agreement, then, except for an order of specific performance as and only to the extent expressly permitted by Section 8.5 or any remedy available at law or equity with respect to a covenant that, by its terms, is to be performed following the Closing, the Equity Commitment Letters, and/or the Sponsor Guarantee, Seller’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against any former, current and future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of the Sponsor, Buyer, Debt Financing Sources or Equity Investors or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (each, a “Buyer Related Party,” and collectively, “Buyer Related Parties”) in respect of this Agreement, any Contract or agreement executed in connection herewith (including the Debt Commitment Letters and the Equity Commitment Letters) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VII and collect hereunder, (i) the applicable Buyer Termination Fee; (ii) any amount due pursuant to the final sentence of Section 5.8(b); and (iii) any interest payable hereunder. In pursuant to Section 7.3(b), and upon payment of all such amounts, no Buyer Related Party shall have any further liability or obligation relating to or arising out of this Agreement, any contract or agreement executed in connection herewith (including the Debt Commitment Letters, the Equity Commitment Letters and the Sponsor Guarantee) or any of the transactions contemplated hereby or thereby. (d) Notwithstanding anything to the contrary in this Agreement, in the event shall Seller fails to effect the Closing (including where such failure to effect the Closing is solely due to the fact that the Refinancing is not available to the Seller) or otherwise breaches this Agreement, then, except for (x) an amount more than one full order of specific performance as and only to the extent expressly permitted by Section 8.5 or, in lieu of specific performance, (y) any remedy for damages in the case of a breach of this Agreement in circumstances in which the Company Termination Fee would not be payable under the Tender Offer Agreement and Closing does not occur, or (z) any remedy available at law or equity with respect to a covenant that, by its terms, is to be performed following the Closing, Buyer’s sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against any former, current and future equity holders, controlling persons, directors, officers, employees, agents, Affiliates, members, managers, general or limited partners or assignees of Seller or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate, agent or assignee of any of the foregoing (each, a “Seller Related Party,” and collectively, “Seller Related Parties”) in respect of this Agreement, any Contract or agreement executed in connection herewith (including the Refinancing Commitment Letters) and the transactions contemplated hereby and thereby shall be to terminate this Agreement in accordance with this Article VII and the Tender Offer Agreement in accordance with its terms and collect thereunder (i) the Company Termination Fee, and (ii) any interest payable pursuant thereto, and upon payment of all such amounts or if no such amounts are payable, no Seller Related Party shall have any further liability or obligation relating to or arising out of this Section 7.3Agreement, any contract or agreement executed in connection herewith (including the Refinancing Commitment Letters) or any of the transactions contemplated hereby or thereby.

Termination Fees. (a) In the event that this Agreement is terminated: (i) by If (1) (A) either Parent or the Company terminates this Agreement pursuant to Section 7.1(d)(i8.01(b)(i) and, at the time of such termination, any of the conditions set forth in Section 7.01(b) or, in connection with the Required Statutory Approvals, Section 7.01(c) shall have not been satisfied and such conditions, if waivable by Parent, shall not have been waived by Parent, (B) either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(ii) (if and only if, the applicable Legal Restraint giving rise to such termination arises in connection with the Required Statutory Approvals) or (iiC) by the Company terminates this Agreement pursuant to Section 7.1(c)(i8.01(c)(ii) based on a failure by Parent to perform its covenants or agreements under Section 6.03, and in each case of the foregoing clauses (A), then(B) and (C), at the time of such termination, all other conditions to the Closing set forth in any Section 7.01(a), Section 7.03(a), Section 7.03(b) and Section 7.03(c) shall have been satisfied or waived (except for (I) those conditions that by their nature are to be satisfied at the Closing but which conditions would be satisfied or would be capable of being satisfied if the Closing Date were the date of such event under clause termination or (iII) those conditions that have not been satisfied as a result of a breach of this Agreement by Parent), or (2) the Company terminates this Agreement pursuant to Section 8.01(c)(iii), then Parent shall pay to the Company a fee of Sixty-Five Million United States Dollars ($65,000,000) in cash (the “Parent Termination Fee”). Parent shall pay the Parent Termination Fee to the Company (to an account designated in writing by the Company) no later than three (3) Business Days after the date of the applicable termination. (ii) of If the Company terminates this Agreement pursuant to Section 7.3(a8.01(c)(i) or Parent terminates this Agreement pursuant to Section 8.01(d)(i), the Company shall pay to Parent, by wire transfer, an amount equal to Parent a fee of Fifty-Three Million United States Dollars ($1,300,000 53,000,000) in cash (the “Company Termination Fee”). The Company shall pay the Company Termination Fee to Parent (to an account designated in writing by Parent) prior to or concurrently with such termination of this Agreement by the Company pursuant to Section 8.01(c)(i) or no later than three (3) Business Days after the date of such termination of this Agreement by Parent pursuant to Section 8.01(d)(i). (iii) If (x1) either (A) Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(iii), prior to the Company Shareholders Meeting a Company Takeover Proposal shall have been publicly disclosed, and as of the Company Shareholders Meeting such Company Takeover Proposal shall not have been withdrawn, or (B) Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(i), prior to such termination a Company Takeover Proposal shall have been publicly disclosed, and as of such termination the Company Shareholders Meeting shall not have been held and such Company Takeover Proposal shall not have been withdrawn, or (C) Parent terminates this Agreement pursuant to Section 7.1(d)(ii8.01(d)(ii) due (solely with respect to an intentional breach by the of or failure to perform a covenant), prior to such termination a Company Takeover Proposal shall have been publicly disclosed, and as of such termination such Company Takeover Proposal shall not have been withdrawn, and (y2) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 nine (9) months after the termination date. If Parent of this Agreement, the Company shall have terminated this Agreement pursuant entered into a definitive agreement with respect to, or consummated, a Company Takeover Proposal (whether or not the same Company Takeover Proposal referred to Section 7.1(d)(iin clause (1)), then the Company shall pay the Company Termination Fee promptly, but to Parent (to an account designated in no event more than writing by Parent) within two (2) business days Business Days after the earlier of the date of receipt of Parent’s termination noticethe Company enters into such definitive agreement or consummates such Company Takeover Proposal. For purposes of clause (2) of this Section 7.38.02(b)(iii), the term “Company Takeover Proposal” shall have the meaning assigned to such term in Section 5.25.01, except that all references therein to the applicable percentage in the definition of “Company Takeover Proposal” shall be “more than 50%” rather than “20% shall be deemed to be references to 50%or more. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Company. (c) Each of the Company, Parent and Merger Sub acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactions. In the event that the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3.

Termination Fees. (a) In the event that If (i) this Agreement is terminated: (i) by Parent terminated pursuant to Section 7.1(d)(i7.1(b), Section 7.1(d) or Section 7.1(f) (for a Willful Breach only), (ii) by a Company Takeover Proposal shall have been publicly announced or publicly disclosed after the date of this Agreement and prior to such termination shall not have been publicly withdrawn and (iii) at any time on or prior to the twelve (12)-month anniversary of such termination, the Company pursuant enters into a definitive agreement with respect to, or consummates, the Company Takeover Proposal referred to Section 7.1(c)(i), then, in any such event under clause (i) or (ii) of this Section 7.3(aabove (a “Company Takeover Transaction”), the Company shall pay to ParentParent the Termination Fee, by wire transfertransfer (to an account designated by Parent) in immediately available funds, an amount equal upon the earlier of entering into such definitive agreement with respect to $1,300,000 the Company Takeover Transaction or the consummation of the Company Takeover Transaction; provided that for the purposes of clause (iii) only, all references in the definition of Company Takeover Proposal to “Company Termination Feetwenty-five percent (25%)” shall instead be references to “fifty percent (50%).”). (b) If (x) Parent terminates this Agreement pursuant to Section 7.1(d)(ii) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been made, then the Company shall pay Parent the Company Termination Fee at the closing of the transaction pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i7.1(g), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Company shall pay to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid Fee, by the Companywire transfer (to an account designated by Parent) in immediately available funds, within three (3) Business Days after such termination. (c) “Termination Fee” shall be $38,765,000, in cash. Anything to the contrary in this Agreement notwithstanding, if the Termination Fee shall become due and payable in accordance with this Section 7.3, from and after such termination and payment of the Termination Fee in full pursuant to and in accordance with this Section 7.3, the Company and its Affiliates and Representatives (in the case of a payment of the Termination Fee by the Company) shall have no further Liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as provided under this Section 7.3, except in the case of fraud. Each of the CompanyParties hereto acknowledges that the Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent in the circumstances in which such Termination Fee is due and payable and do not involve fraud, 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 Merger, which amount would otherwise be impossible to calculate with precision. In no event shall Parent be entitled to more than one payment of the Termination Fee in connection with a termination of this Agreement pursuant to which such Termination Fee is payable. For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance in accordance with Section 8.5 and the payment of the Company Termination Fee under this Section 7.3, under no circumstances shall Parent and Merger Sub be permitted or entitled to receive the Termination Fee (if entitled under this Section 7.3) if the Merger is consummated. (d) The Company acknowledges that the agreements contained in this Section 7.3 are an integral part of Transactionsthe Merger, and that, without these agreements, Parent and Merger Sub would not enter into this Agreement. In the event that Accordingly, if the Company shall fail fails to pay the Expense Reimbursement or the Company Termination Fee when duein a timely manner any amount due pursuant to this Section 7.3, then (i) the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys disbursements and reasonable fees and expensesof counsel) incurred in the collection of such overdue amount, including in connection with such suit any related claims, actions or proceedings commenced and (ii) the Company shall pay to Parent interest on such amount from and including the date payment of such amount was due to but excluding the date of the actual payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) set forth in The Wall Street Journal in effect on the date the payments such payment was payable hereunder. In no event shall an amount more than one full Company Termination Fee required to be payable by the Company pursuant to this Section 7.3made plus two percent (2%).

Termination Fees. (a) In the event that this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) terminated by the Company pursuant to Section 7.1(c)(i), then, in any such event under clause (i9.1(e) or (ii) of this Section 7.3(a), the Company shall pay to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates this Agreement or Merger Sub pursuant to Section 7.1(d)(ii9.1(f)(i) due to an intentional breach by the Company and (y) prior to any such termination, a Takeover Proposal has been madeor 9.1(f)(iii), then the Company shall pay to Parent the Company Termination Fee at the closing by wire transfer of the transaction same day funds concurrently with any such termination. Any amount that becomes payable pursuant to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated this Agreement pursuant to Section 7.1(d)(i), the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% 9.2(a) shall be deemed paid by wire transfer of immediately available funds to be references to 50%an account designated by Parent. (b) In the event that after the date hereof, (i) a Company Acquisition Proposal shall have been made to the Company or shall have been made directly to the shareholders of the Company generally or shall have otherwise become publicly known or any person shall have publicly announced an intention (whether or not conditional) to make a Company Acquisition Proposal, (ii) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii) and all other conditions set forth in Article VI (excluding Section 6.1(d) and Section 6.2(d)) shall have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing9.1(b)(i), 9.1(b)(iii), 9.1(d) (with respect to breaches of covenants, but not representations and warranties), 9.1(f)(ii), or 9.1(f)(iv), and (iii) within 12 months after any such termination referred to in clause (ii) above, the Company enters into a definitive Contract with respect to, or consummates the transactions contemplated by, any Company Acquisition Proposal (regardless of whether such Company Acquisition Proposal is (x) made before or after termination of this Agreement or (y) is the same Company Acquisition Proposal referred to in clause (i) above), then the Company shall pay to ParentParent the Termination Fee, by wire transfertransfer of same day funds, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses (including on the costs and expenses of counsel) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders date of the Company, this Agreement is terminated by Parent or the Company pursuant first to Section 7.1(b)(iii), and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months after such termination date, then concurrently with the closing occur of such transaction, the Company shall pay Parent the Company Termination Fee less any Expense Reimbursement previously paid by the Companyevent(s) referred to above in this clause (iii). (c) Each of the Company, Parent The Company acknowledges and Merger Sub acknowledges agrees that the agreements contained in this Section 7.3 9.2 are an integral part of Transactionsthe transactions contemplated by this Agreement, that without these agreements Parent and Merger Sub would not have entered into this Agreement, and that any amounts payable pursuant to this Section 9.2 do not constitute a penalty. In the event that If the Company shall fail fails to pay Parent the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse pay the costs and expenses (including reasonable legal fees and expenses) incurred by Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit 9.2 and shall pay interest on the amount of the payment Termination Fee at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on 10% per annum, compounded daily, from the date such Termination Fee became due and owing through and including the payments was payable hereunderdate of payment. In no addition, the parties further agree that, if the Company fails to pay Parent any amount payable under this Agreement when due or Parent fails to pay the Company any amount payable under this Agreement when due (other than the amounts referred to in the prior sentence), the Company or Parent, as the case may be, shall pay interest on such amount at the rate of 10% per annum, compounded daily, from the date such amount became due and owing through and including the date of payment. (d) Each of Parent and Merger Sub agrees that notwithstanding anything in this Agreement to the contrary (including Section 9.3), in the event shall an amount more than one full Company that the Termination Fee be payable is paid to and accepted by the Company Parent pursuant to this Section 7.39.2, the payment of such amount shall be the sole and exclusive monetary remedy of Parent and Merger Sub, and their respective Subsidiaries, shareholders, Affiliates, officers, managers, directors, employees and Representatives against the Company or any of its Representatives or Affiliates for, and in no event will Parent or Merger Sub or any other such person seek to recover any other money damages or seek any other monetary remedy based on a claim in law or equity with respect to, (i) any loss suffered as a result of the failure of the Merger to be consummated, (ii) the termination of this Agreement, (iii) any liabilities or obligations arising under this Agreement, or (iv) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and upon payment and acceptance of the Termination Fee, neither the Company nor any of its Representatives or Affiliates shall have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement or the transactions contemplated hereby.

Termination Fees. (a) In the event that If this Agreement is terminated: (i) by Parent pursuant to Section 7.1(d)(i) or (ii) terminated by the Company pursuant to Section 7.1(c)(i6.1(f), thenby Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other than receipt of the Required Company Stockholder Vote have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) or Section 6.1(g), in any such event under clause (i) or (ii) of this Section 7.3(a)each case, the Company shall pay at a time when Parent would have been entitled to Parent, by wire transfer, an amount equal to $1,300,000 (the “Company Termination Fee”). If (x) Parent terminates terminate this Agreement pursuant to Section 7.1(d)(ii6.1(d), then, within two Business Days after (or in the case of termination pursuant to Section 6.1(f), substantially current with) due the termination of this Agreement, the Company shall cause to an intentional breach be paid to Parent the Termination Fee. (b) If this Agreement is terminated by the Company and (y) prior pursuant to any such terminationSection 6.1(e), a Takeover Proposal has been made, then or by either Parent or the Company shall pay Parent pursuant to Section 6.1(b) or Section 6.1(h) at a time when the Company Termination Fee at the closing of the transaction pursuant would have been entitled to the Takeover Proposal; provided, that such closing occurs within 12 months after the termination date. If Parent shall have terminated terminate this Agreement pursuant to Section 7.1(d)(i6.1(e), then, within two Business Days after the termination of this Agreement, Parent shall cause to be paid to the Company shall pay the Company Termination Fee promptly, but in no event more than two (2) business days after the date of receipt of Parent’s termination notice. For purposes of this Section 7.3, the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.2, except that all references therein to 20% shall be deemed to be references to 50%Fee. (bc) In the event that If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii6.1(g) or by Parent pursuant to Section 6.1(i) (or by the Company or Parent pursuant to Section 6.1(b) (and at the End Date all of the conditions to the Company’s obligations to close other conditions set forth in Article VI (excluding than receipt of the Required Company Stockholder Vote have been satisfied, or are capable of satisfaction had the Closing occurred on the End Date) at a time when this Agreement could have been terminated pursuant to Section 6.1(d6.1(g) and or Section 6.2(d6.1(i)) and: (i) at or prior to the Company Stockholder Meeting (in the case of a termination pursuant to Section 6.1(g)), or at or prior to the time of the applicable breach by the Company (in the case of a termination pursuant to Section 6.1(i)), any Person shall have publicly announced an intention to make a Company Acquisition Proposal, or a Company Acquisition Proposal shall have been satisfied publicly disclosed, publicly announced, commenced, submitted or waived made and shall not have been publicly withdrawn without qualification at least five Business Days prior to the date of the Company Stockholder Meeting, in the case of a termination pursuant to Section 6.1(g), or the time of such breach, in the case of a termination pursuant to Section 6.1(i); and (other than those conditions ii) on or prior to the date that is 12 months following the termination of this Agreement, either (A) a Company Acquisition Transaction is consummated or (B) a definitive agreement relating to a Company Acquisition Transaction is entered into by their nature are the Company and the transaction contemplated thereby is subsequently consummated (it being understood that, for purposes of this clause “(B),” each reference to 20% in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be satisfied at a reference to 50%, then, within two Business Days after the Closing)consummation of such Company Acquisition Transaction, the Company shall pay cause to Parent, by wire transfer, an amount which shall not exceed $600,000 and which shall represent reimbursement of documented out-of-pocket costs and expenses be paid to Parent the Termination Fee. (including the costs and expenses of counseld) incurred by Parent and Merger Sub in connection with this Agreement and the Transactions (such amount, the “Expense Reimbursement”). Such payment shall occur (i) concurrent with termination in the event of any such termination by the Company, or (ii) no later than two (2) business days after the Company’s receipt of Parent’s termination notice in the event of any such termination by Parent. In addition, if a Takeover Proposal has been made and publicly announced before this Agreement has been voted on by the shareholders of the Company, If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii6.1(h) or by the Company pursuant to Section 6.1(j) (or by the Company or Parent pursuant to Section 6.1(b) at a time when this Agreement could have been terminated pursuant to Section 6.1(h) or Section 6.1(j)) and: (i) at or prior to the Parent Stockholder Meeting (in the case of a termination pursuant to Section 6.1(h)), or at or prior to the time of the applicable breach by Parent (in the case of a termination pursuant to or Section 6.1(j)), any Person shall have publicly announced an intention to make a Parent Acquisition Proposal, or a Parent Acquisition Proposal shall have been publicly disclosed, publicly announced, commenced, submitted or made and shall not have been publicly withdrawn without qualification at least five Business Days prior to date of the Parent Stockholder Meeting, in the case of a termination pursuant to Section 6.1(h), or the time of such breach, in the case of a termination pursuant to Section 6.1(j); and (ii) on or prior to the date that is 12 months following the termination of this Agreement, either (A) a Parent Acquisition Transaction is consummated or (B) a definitive agreement relating to a Parent Acquisition Transaction is entered into by Parent and the transaction contemplated thereby is subsequently consummated (it being understood that, for purposes of this clause “(B),” each reference to 20% in the definition of “Parent Acquisition Transaction” in Exhibit A shall be deemed to be a reference to 50%), then, within two Business Days after the consummation of such Parent Acquisition Transaction, Parent shall cause to be paid to the Company the Termination Fee. (e) Any Termination Fee due and payable by the Company under this Section 6.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable by the Company only once and not in duplication even though the Termination Fee may be payable by the Company under one or more provisions hereof. If the Company fails to pay the Termination Fee when due and payable by the Company, then the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such amount was originally required to be paid, and the Company consummates a transaction shall pay the costs and expenses (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken by Parent to collect payment. In any circumstance where performance by the Company of its obligations under this Agreement would relieve the Company of its obligation to pay to Parent the Termination Fee, Parent and Acquisition Subs may, in their sole discretion (i) seek specific performance pursuant to Section 7.11, (ii) withdraw any Takeover Proposal within 12 months after such termination dateclaim for specific performance and require the Company to pay the Termination Fee if Parent is entitled to payment of the Termination Fee under this Section 6.3 or (iii) if Parent and Acquisition Subs are unable for any reason to obtain specific performance, require the Company to pay the Termination Fee if Parent is entitled to payment of the Termination Fee under this Section 6.3. The parties agree that if the Termination Fee becomes payable by, and is paid by, the Company, then concurrently such Termination Fee shall be Parent’s sole and exclusive remedy for damages against the Company and its Affiliates and its and their Representatives in connection with this Agreement, and in no event will Parent or any other Person seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any reason in connection with this Agreement; provided, that nothing contained herein shall relieve any party from satisfying any claim in law or equity or from any liability, in each case arising from fraud or any Willful Breach of this Agreement that is material. (f) Any Termination Fee due and payable by Parent under this Section 6.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by the closing Company. For the avoidance of doubt, the Termination Fee shall be payable by Parent only once and not in duplication even though a termination fee may be payable by Parent under one or more provisions hereof. If Parent fails to pay the Termination Fee when due and payable by Parent, then Parent shall pay to the Company interest on such transactionoverdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Company) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such amount was originally required to be paid, and Parent shall pay the costs and expenses (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken by the Company to collect payment. In any circumstance where performance by Parent and Acquisition Subs of their respective obligations under this Agreement would relieve Parent of its obligation to pay to the Company the Termination Fee, the Company shall may, in its sole discretion (i) seek specific performance pursuant to Section 7.11, (ii) withdraw any claim for specific performance and require Parent to pay Parent the Company the Termination Fee less if the Company is entitled to payment of the Termination Fee under this Section 6.3 or (iii) if the Company is unable for any Expense Reimbursement previously paid by reason to obtain specific performance, require Parent to pay the Termination Fee to the Company if the Company is entitled to payment of the Termination Fee under this Section 6.3; provided that, in the event the Company terminates this Agreement pursuant to Section 6.1(e)(iii) and the Company requires Parent to pay the Termination Fee, receipt of the Termination Fee shall be the Company’s sole and exclusive remedy for damages against Parent, each Acquisition Sub and their respective Affiliates and its and their Representatives for the matters set forth in Section 6.1(e)(iii). The parties agree that if the Termination Fee becomes payable by, and is paid by, Parent, then such Termination Fee shall be the Company’s sole and exclusive remedy for damages against Parent, each Acquisition Sub and their respective Affiliates and its and their Representatives in connection with this Agreement, and in no event will the Company or any other Person seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any reason in connection with this Agreement; provided, that nothing contained herein (other than as provided herein with respect to the matters set forth in Section 6.1(e)(iii)) shall relieve any party from satisfying any claim in law or equity or from any liability, in each case arising from fraud or any Willful Breach of this Agreement that is material. (cg) Each of the Companyparties hereto acknowledges that the Termination Fee is not intended to be a penalty, Parent but rather is liquidated damages in a reasonable amount that will compensate the recipient in the circumstances in which the Termination Fee is due and Merger Sub payable and which do not involve fraud or Willful Breach of this Agreement by the other party, 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 Mergers, which amount would otherwise be impossible to calculate with precision. Each of the parties acknowledges that the agreements contained in this Section 7.3 6.3 are an integral part of Transactions. In the event transactions contemplated by this Agreement, and that without these agreements the Company shall fail to pay the Expense Reimbursement or the Company Termination Fee when due, the Company shall reimburse Parent and Merger Sub for all reasonable costs and expenses actually incurred or accrued by Parent or Merger Sub (including reasonable expenses of counsel) in connection with the collection under and enforcement of parties would not enter into this Section 7.3. If the Company fails to promptly make any payment required under this Section 7.3 and Parent commences a suit for payment, the Company shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date the payments was payable hereunder. In no event shall an amount more than one full Company Termination Fee be payable by the Company pursuant to this Section 7.3Agreement.