Common use of Termination Fees Clause in Contracts

Termination Fees. (a) In the event of a termination of this Agreement under Section 8.1(g) or Section 8.1(h), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummation), an amount equal to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, by wire transfer of immediately available funds.

Termination Fees. (a) In the event of a termination of this Agreement under Section 8.1(g) or Section 8.1(h), then the Company shall pay a non-refundable fee equal to $2,464,600 3,900,000 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummation), an amount equal to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, by wire transfer of immediately available funds. (d) If the Company terminates this Agreement pursuant to Section 8.1(f) or 8.1(i), within two Business Days after the date of such termination, Parent shall pay $4,500,000 (the “Parent Termination Fee”) in cash to, or as directed by, the Company by wire transfer of immediately available funds to one or more account(s) specified by the Company in writing, whereupon Parent and Merger Sub shall have no further liability under or in connection with this Agreement or the transactions contemplated hereby.

Termination Fees. (a) In Notwithstanding Section 8.3 above, in the event of that there is a valid and effective termination of this Agreement under by Purchaser pursuant to Section 8.1(g) or Section 8.1(h8.1(e), then the Company shall pay to Purchaser a non-refundable termination fee in cash equal to Two Million U.S. Dollars ($2,464,600 2,000,000), plus the Expenses actually incurred by or on behalf of any Purchaser Party or any of their respective Affiliates in connection with the authorization, preparation, negotiation, execution or performance of this Agreement or the transactions contemplated hereby, including any related SEC filings, the Registration Statement, the Proxy Statement and the Redemption (such aggregate amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable . The Company Termination Fee shall be paid by wire transfer of immediately available fundsfunds to an account designated in writing by Purchaser within three (3) Business Days after Purchaser delivers to the Company the amount of such Expenses, along with reasonable documentation in connection therewith. (b) In Notwithstanding Section 8.3 above, but subject to Section 9.1, in the event that there is a valid and effective termination of this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then Purchaser shall pay to the Company shall reimburse Parent for all reasonable a termination fee in cash equal to Two Million U.S. Dollars ($2,000,000), plus the Expenses actually incurred by or on behalf of Parent the Company or any of its Affiliates in connection with the authorization, preparation, negotiation, execution or their prospective financing sources as performance of this Agreement or the transactions contemplated hereby, including any related SEC filings, the Registration Statement and the Proxy Statement (such aggregate amount, the “Purchaser Termination Fee” and each of the time of such reimbursement up to Company Termination Fee and the Purchaser Termination Fee, a maximum of $600,000“Termination Fee”). Notwithstanding the foregoing, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), the Purchaser Termination Fee shall only be payable by wire transfer Purchaser upon the earlier of immediately available funds. (c) In the event that (A) this Agreement is terminated by Parent Purchaser’s completion of a Business Combination with another Person thereafter or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e)dissolution and liquidation of Purchaser (in each case, (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior solely to the Company Meeting and not withdrawn and (C) within twelve (12) months extent of any such termination, funds outside of the Company consummates a Takeover Proposal, or enters into a written agreement Trust Account after payment of the amounts owed to Public Stockholders with respect to their Purchaser Common Stock either in connection with such Takeover Proposal that is ultimately consummateddissolution and liquidation or pursuant to redemptions in connection with such Business Combination) or, then if later, three (3) Business Days after the Company shall pay have delivered to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummation), an Purchaser the amount equal to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be madeExpenses, as directed by Parentalong with reasonable documentation in connection therewith, by wire transfer of immediately available fundsfunds to an account designated in writing by the Company. (c) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, with respect to any termination of this Agreement in circumstances where a Termination Fee is payable under this Section 8.4, the payment of such Termination Fee shall, in light of the difficulty of accurately determining actual damages, constitute liquidated damages with respect to any claim for damages or any other claim which the terminating Party or its Affiliates would otherwise be entitled to assert against the other Party or its Affiliates or any of their respective assets, or against any of their respective directors, officers, employees or shareholders with respect to this Agreement and the transactions contemplated hereby and shall constitute the sole and exclusive remedy available to the terminating Party or its Affiliates, provided, that the foregoing shall not limit (x) the other Party or its Affiliates from Liability for any Fraud Claim relating to events occurring prior to termination of this Agreement or (y) the rights of Purchaser or the Company, as the case may be, to seek specific performance or other injunctive relief in lieu of terminating this Agreement.

Termination Fees. (a) In the event that (i) following the execution and delivery of a this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced, or shall have been communicated to the Company, (ii) this Agreement under is thereafter terminated pursuant to Section 8.1(g7.1(b) or Section 8.1(h7.1(c), and (iii) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)) is consummated or the Company enters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)), then the Company shall pay to Parent (or its designee), within one (1) Business Day after the event in the preceding clause (iii) that triggers the obligation to such fee, a nonfee in the amount of twenty-refundable fee equal to seven million one hundred thousand dollars ($2,464,600 27,100,000) (such amount, the “Company Termination FeeFee Amount”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and), in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent (provided that for purposes of this clause (a) the references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (b) In the event that (i) following the execution and delivery of this Agreement and prior to the breach or inaccuracy that forms the basis for the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced, or shall have been communicated to the Company and (ii) this Agreement is thereafter terminated by Parent pursuant to Section 7.1(e) and (iii) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)) is consummated or the Company pursuant to Section 8.1(denters into a letter of intent, memorandum of understanding or other Contract providing for an Acquisition Transaction (whether or not the Acquisition Transaction referenced in the preceding clause (i)), then the Company shall reimburse pay to Parent for all reasonable Expenses incurred by or on behalf of Parent (or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any eventdesignee), within two business days following delivery of one (1) Business Day after the event in the preceding clause (iii) that triggers the obligation to such documentation)fee, payable the Termination Fee Amount in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent (provided that for purposes of this clause (b) the references to “15%” and “85%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (c) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e7.1(g), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, Parent (or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummationits designee), an amount equal to within two (2) Business Day after such termination, the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, Fee Amount in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent. (d) In the event that this Agreement is terminated pursuant to Section 7.1(h), the Company shall pay to Parent (or its designee), contemporaneously with such termination, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (e) In no event shall the Company be required to pay the Termination Fee Amount on more than one occasion. The Company acknowledges and hereby agrees that the provisions of this Section 7.3 are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), and that, without such provisions, Parent would not have entered into this Agreement. Accordingly, if the Company shall fail to pay in a timely manner the amounts due pursuant to this Section 7.3, and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in this Section 7.3 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 shall not be in lieu of, or replacement or substitution for, damages incurred in the event of any breach of this Agreement.

Termination Fees. (a) In the event that (i) following the execution and delivery of a this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or proposed and not withdrawn, and (ii) this Agreement under is thereafter terminated pursuant to Section 8.1(g7.1(c), and (iii) within nine (9) months following the termination of this Agreement, either an Acquisition Transaction (whether or Section 8.1(hnot pursuant to the Acquisition Proposal referenced in the preceding clause (i)) is consummated or the Company enters into a definitive Contract providing for an Acquisition Transaction (whether or not pursuant to the Acquisition Proposal referenced in the preceding clause (i)), then the Company shall pay to Parent (or its designee), within one Business Day after the event described in the preceding clause (iii) that triggers the obligation to pay such fee, a non-refundable fee equal to in the amount of Four Million Dollars ($2,464,600 4,000,000) (such amount, the “Company Termination FeeFee Amount”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and), in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent (provided that for purposes of this clause (a) the references to “20%” and “80%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (b) In the event that (i) following the execution and delivery of this Agreement and prior to the breach described in clause (ii) below that forms the basis for the termination of this Agreement, a bona fide Acquisition Proposal shall have been publicly announced or proposed and not withdrawn and (ii) this Agreement is thereafter terminated pursuant to Section 7.1(e)(i) (solely where the underlying breach of the covenant or agreement by Parent the Company was a Willful Breach), and (iii) within nine (9) months following the termination of this Agreement, either an Acquisition Transaction (whether or not pursuant to the Acquisition Proposal referenced in the preceding clause (i)) is consummated or the Company enters into a definitive Contract providing for an Acquisition Transaction (whether or not pursuant to Section 8.1(dthe Acquisition Proposal referenced in the preceding clause (i)), then the Company shall reimburse pay to Parent for all reasonable Expenses incurred by or on behalf of Parent (or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any eventdesignee), within two business days following delivery of one Business Day after the event described in the preceding clause (iii) that triggers the obligation to pay such documentation)fee, payable the Termination Fee Amount in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent (provided that for purposes of this clause (b) the references to “20%” and “80%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%”). (c) In the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b7.1(f) or Section 8.1(d) or by Parent pursuant to Section 8.1(e7.1(g), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, Parent (or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummationits designee), an amount equal to contemporaneously with such termination, the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, Fee Amount in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent. (d) The Company acknowledges and hereby agrees that the provisions of this Section 7.3 are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), and that, without such provisions, Parent would not have entered into this

Termination Fees. (a) In the event of a termination of If this Agreement under is terminated: (i) pursuant to Section 8.1(g9.1(f) or Section 8.1(h9.1(g); or (ii) (A) by Parent or the Company pursuant to Section 9.1(c), provided that the Company Stockholder Meeting shall not have occurred prior to the End Date, (B) by Parent or the Company pursuant to Section 9.1(i), provided that, in the case of termination pursuant to Section 9.1(i) at the time of the stockholder vote, the Financing Commitments shall not have been terminated, withdrawn or rescinded without being replaced by alternative financing commitments sufficient to consummate the transactions contemplated by this Agreement, or (C) by Parent pursuant to Section 9.1(d)(i) or (ii) and, in each case, (1) after the date hereof and prior to the Termination Date, any Third Party shall have publicly made a bona fide Acquisition Proposal; (2) within twelve months after the Termination Date, the Company enters into a definitive agreement with respect to any Acquisition Proposal; and (3) the transactions contemplated in such definitive agreement are thereafter consummated (solely for purposes of this Section 9.3(a), all references in the definition of Acquisition Proposal to “25%” shall be increased to “50%”), then the Company shall pay a non-refundable fee equal to Parent, by wire transfer of immediately available funds, the sum of $2,464,600 48,000,000 (such amount, the “Company Termination Fee”); provided that, if this Agreement is terminated prior to the Cut-off Date (or, in the event an Acquisition Proposal is made less than three full Business Days prior to the Cut-off Date by a Person or group that at such time is an Excluded Party, terminated promptly following the three (or two) business day period referred to Parent in Section 7.6(e)) by (x) the Company pursuant to Section 9.1(g) in order to enter into Acquisition Proposal Documentation with a Person or as directed by Parentgroup that at the time of submitting such Acquisition Proposal was an Excluded Party, and reimburse Parent for all reasonable Expenses incurred or (y) by Parent up pursuant to Section 9.1(f) and the event giving rise to the termination is the submission of an Acquisition Proposal by a maximum Person or group that at the time of submitting such Acquisition Proposal was an Excluded Party, then the Company Termination Fee shall be equal to $24,000,000. The payment of the Company Termination Fee shall be made (i) in the case of payment pursuant to Section 9.3(a)(i), (A) if the Agreement has been terminated pursuant to 9.1(f), within two Business Days after the termination and (B) if the Agreement has been terminated pursuant to 9.1(g), simultaneously with such termination and (ii) in the case of termination pursuant to Section 9.3(a)(ii), two Business Days after the consummation of the Acquisition Proposal. (b) If this Agreement is terminated by the Company pursuant to Section 9.1(e) or Section 9.1(h), then Parent shall pay to the Company by wire transfer of immediately available funds, the sum of $600,000, 119,000,000 (the “Parent Termination Fee”) as promptly as reasonably practicable (and, in any event, within two business days Business Days) following such termination, or in the case date of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available fundsAgreement. (c) In the event that that: (Ai) the Company terminates this Agreement pursuant to Section 9.1(g) or Section 9.1(i); or (ii) Parent terminates this Agreement pursuant to Section 9.1(d), Section 9.1(f) or Section 9.1(i); then in any such event, the Company shall pay Parent or its designees by wire transfer of same day funds, as promptly as possible (but in any event within two Business Days) following the delivery by Parent of an invoice therefor, all reasonably documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and their respective Affiliates in connection with the transactions contemplated by this Agreement, including the Financing; provided that the Company shall not be required to pay more than an aggregate of $7 million in fees and expenses pursuant to this Section 9.3(c). (d) The Company and Parent agree that the obligations contained in Section 9.3 are an integral part of the transactions contemplated by this Agreement, that without the Parties’ agreement to discharge such obligations, Parent and the Company would not have entered into this Agreement, and that each of the Company Termination Fee and the Parent Termination Fee constitutes liquidated damages incurred by the applicable Party and is terminated by not a penalty. Accordingly, if the Company or Parent, as the case may be, fails promptly to pay the fee due pursuant to Section 9.3, and, in order to obtain such payment, Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e), (B) after commences a proceeding that results in an award against the date hereof and prior to other Party for such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such terminationfee, the Company consummates a Takeover Proposalor Parent, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummatedas the case may be, then the Company shall pay to Parentthe other Party its costs and expenses (including attorneys’ fees and expenses) in connection with such proceeding, or together with interest on the amount of the applicable fee from the date such payment was required to be made until the date of payment at the prime lending rate as directed by Parent, promptly after consummating published in The Wall Street Journal in effect on the date such Takeover Proposal (but in no event later than five (5) business days following such consummation), an amount equal payment was required to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, by wire transfer of immediately available funds.

Termination Fees. (a) In the event of a termination of If this Agreement under Section 8.1(gis terminated: (i) or Section 8.1(h), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h7.3(a), contemporaneously with such termination(ii) by the Company pursuant to Section 7.4(b), payable (iii) by wire transfer of immediately available funds. the Company or Parent pursuant to Section 7.2(c) following a Company Change in Recommendation, or (biv) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d7.2(c) if (x) at or prior to the Company Stockholders’ Meeting a Company Acquisition Proposal shall have been submitted or made (whether or not publicly disclosed or announced) and shall not have been withdrawn and (y) on or prior to the first anniversary of the termination of this Agreement, either (1) a transaction contemplated by such Company Acquisition Proposal is consummated by the Person(s) submitting such Company Acquisition Proposal or (2) a definitive agreement relating to such Company Acquisition Proposal is entered into by the Company or any of its Subsidiaries with the Person(s) submitting such Company Acquisition Proposal, then in each case of the foregoing clauses (i) through (iv), then the Company shall reimburse Parent for all reasonable Expenses incurred by pay, or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up cause to a maximum of $600,000be paid, as promptly as reasonably practicable following delivery of reasonable documentation thereof (andto Parent, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. funds at the time specified in the following sentence, a nonrefundable fee in the amount of $25,000,000 (c) In the event that “Company Termination Fee”). The Company Termination Fee shall be paid (A) in the case of a termination by Parent referred to in clause (i) or clause (iii), within two Business Days after termination of this Agreement, (B) in the case of a termination by the Company referred to in clause (ii) or clause (iii), concurrently with the termination of this Agreement, and (C) in the case of a termination referred to in clause (iv), within two Business Days after the first to occur of the events referred to in subclauses (1) or (2) above. In no event shall the Company be obligated to pay the Company Termination Fee on more than one occasion. For purposes of this Section 7.6(a), the references to “20%” in the definition of Company Acquisition Proposal shall be deemed to be references to “50%.” (b) If this Agreement is terminated terminated: (i) by the Company pursuant to Section 7.4(a), (ii) by Parent pursuant to Section 7.3(b), (iii) by Parent or the Company pursuant to Section 8.1(b7.2(d) following a Parent Change in Recommendation, or Section 8.1(d(iv) or by Parent pursuant to Section 8.1(e), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummation), an amount equal to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)7.2(d) up if (x) at or prior to the Parent Stockholders’ Meeting a maximum aggregate amountParent Acquisition Proposal shall have been submitted or made (whether or not publicly disclosed or announced) and shall not have been withdrawn and (y) on or prior to the first anniversary of the termination of this Agreement, including all Expenses previously paid either (1) a transaction contemplated by such Parent Acquisition Proposal is consummated by the Company pursuant Person(s) submitting such Parent Acquisition Proposal or (2) a definitive agreement relating to Section 8.3(bsuch Parent Acquisition Proposal is entered into by Parent or any of its Subsidiaries with the Person(s) submitting such Parent Acquisition Proposal, then in each case of the foregoing clauses (i) through (iv), of $600,000. Payment of such amount Parent shall pay, or cause to be madepaid, as directed by Parentto the Company, by wire transfer of immediately available fundsfunds at the time specified in the following sentence, a nonrefundable fee in the amount of $65,000,000 (the “Parent Termination Fee” and, together with the Company Termination Fee, as applicable, a “Termination Fee”). The Parent Termination Fee shall be paid (A) in the case of a termination by the Company referred to in clause (i) or clause (iii), within two Business Days after termination of this Agreement, (B) in the case of a termination by Parent referred to in clause (ii) or clause (iii), concurrently with the termination of this Agreement, and (C) in the case of a termination referred to in clause (iv), within two Business Days after the first to occur of the events referred to in subclauses (1) or (2) above. In no event shall Parent be obligated to pay the Parent Termination Fee on more than one occasion. For purposes of this Section 7.6(b), the references to “20%” in the definition of Parent Acquisition Proposal shall be deemed to be references to “50%.”

Termination Fees. Notwithstanding any provision in this Agreement to the contrary if: (ai) In (A) prior to the event of a termination of this Agreement under Section 8.1(gAgreement, any Acquisition Proposal (for purposes of this subsection, substituting 50% for the 20% threshold set forth in the definition of Acquisition Proposal) or Section 8.1(hthe bona fide intention of any Person to make an Acquisition Proposal is publicly proposed or publicly disclosed or otherwise made known to the Company prior to, and not withdrawn at or prior to the time of, the relevant termination (each, a "Qualifying Transaction"), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”B) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent Purchaser or the Company pursuant to Section 8.1(d)8.1(b)(i) or Section 8.1(b)(ii) or by Purchaser pursuant to Section 8.1(b)(iv) and (C) concurrently with or within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to or consummates any Qualifying Transaction, then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as shall, concurrently with the consummation of the time of such reimbursement up Qualifying Transaction, pay to Purchaser a maximum fee of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof 45.0 million in cash (and, the "Break-Up Fee") (in any event, within two business days following delivery event net of such documentationany Purchaser Expense Reimbursement previously paid by the Company), payable by wire transfer of immediately available funds.; (c) In the event that (Aii) this Agreement is terminated by Parent or the Company on or prior to the tenth Business Day following the Solicitation Period End Date pursuant to Section 8.1(b8.1(c) in connection with a Superior Proposal made by an Excluded Party, the Company shall, concurrently with the consummation of such Superior Proposal, pay to Purchaser a fee of $22.5 million in cash (the "Excluded Party Break-Up Fee"); provided, however, that if the initial Notice Period begins on or Section 8.1(d) or by Parent prior to the tenth Business Day following the Solicitation Period End Date, such tenth Business Day shall be tolled until the end of all applicable Notice Periods with respect to that specific Excluded Party for which such written notice was delivered pursuant to Section 8.1(e), (B6.5(e)(i) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall be entitled to pay to Parent, or the Excluded Party Break-Up Fee rather than the Break-Up Fee as directed required by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5Section 8.3(b)(iii) business days following such consummation), an amount equal to below if the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid Agreement is terminated by the Company pursuant to Section 8.3(b)8.1(c) up to immediately following the end of all applicable Notice Periods as a maximum aggregate amount, including all Expenses previously paid result of the Superior Proposal made by such Excluded Party; (iii) this Agreement is terminated by the Company pursuant to Section 8.3(b8.1(c) (A) in connection with a Superior Proposal made by a Person other than an Excluded Party, or (B) except as provided in Section 8.3(b)(ii) above, on or after the eleventh Business Day following the Solicitation Period End Date in connection with a Superior Proposal made by an Excluded Party, the Company shall, concurrently with the consummation of such Superior Proposal, pay to Purchaser the Break-Up Fee; (iv) this Agreement is terminated by Purchaser pursuant to Section 8.1(d)(i) (unless the Company terminated this Agreement pursuant to Section 8.1(c) in connection with such Change of Recommendation) or Section 8.1(d)(ii), of $600,000. Payment the Company shall pay to Purchaser, within two (2) days of such amount shall be madetermination, as directed by Parent, by wire transfer of immediately available fundsthe Break-Up Fee.

Termination Fees. (a) In Notwithstanding any provision in this Agreement to the event of contrary if: (i) (A) this Agreement is terminated by the Company pursuant to Section 7.1(b) and (B) concurrently with or within nine (9) months after such termination, any definitive agreement providing for a Qualifying Transaction shall have been entered into that provides a value per Share not less than the Merger Consideration, (ii) (A) prior to the termination of this Agreement under Section 8.1(gAgreement, any Alternative Proposal (substituting 50% for the 25% threshold set forth in the definition of Alternative Proposal) or the bona fide intention of any Person to make an Alternative Proposal (a “Qualifying Transaction”) is publicly proposed or publicly disclosed or otherwise made known to the Company prior to, and not withdrawn at the time of, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(h)7.1(d) and (C) concurrently with or within nine (9) months after such termination, any definitive agreement providing for a Qualifying Transaction shall have been entered into and in any instance such Qualifying Transaction shall have been consummated, (iii) this Agreement is terminated by the Company pursuant to Section 7.1(g) on or prior to the Solicitation Period End Date, or (iv) this Agreement is terminated by the Company pursuant to Section 7.1(g) after the Solicitation Period End Date, then the Company shall (a) in the case of clause (i), reimburse Parent for the documented out-of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $7.5 million in cash; (b) in the case of clause (ii), pay to (or as directed by) Parent a nonfee of $45 million in cash; (c) in the case of clause (iii), pay to (or as directed by) Parent a fee of $25 million in cash and reimburse Parent for the documented out-refundable of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $7.5 million in cash; or (d) in the case of clause (iv), pay to (or as directed by) Parent a fee equal to of $2,464,600 45 million in cash (each of such amountpayments, the “Company Termination Fee”). The Company Termination Fee shall be paid: (a) in the case of clause (i), on the date such definitive agreement is entered into; (b) in the case of clause (ii), on the date such Qualifying Transaction is consummated; and (c) in the case of clauses (iii) and (iv), on the date this Agreement is terminated by the Company, in each case by wire transfer of same day funds as directed by Parent reasonably in advance. Upon payment of the Company Termination Fee, the Company shall have no further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent or its stockholders. Notwithstanding any provision in this Agreement to the contrary, in no event shall the Company be required to pay the Company Termination Fee referred to in this Section 7.2 on more than one occasion. (b) In the event that this Agreement is terminated by the Company pursuant to (i) Section 7.1(b) and the conditions set forth in Sections 6.1 and 6.3 would have been satisfied had the Closing been scheduled on the End Date or (ii) Section 7.1(h), then Parent or its affiliates shall pay $45 million (the “Parent Termination Fee”) to Parent the Company or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, the Company as promptly as reasonably practicable (and, in any event, within two (2) business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available same day funds. (b) In . Under no circumstances shall the event that this Agreement is terminated by Parent or the Company Termination Fee be payable more than once pursuant to this Section 8.1(d7.2(b), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In Any payment made pursuant to this Section 7.2 shall be net of any amounts as may be required to be deducted or withheld therefrom under the event Code or under any provision of state, local or foreign Tax Law. (d) Each of the Company, Parent and Merger Sub acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Parent would have entered into this Agreement, and that any amounts payable pursuant to this Section 7.2 do not constitute a penalty. If the Company fails to pay as directed in writing by Parent any amounts due to accounts designated by Parent pursuant to this Section 7.2 within the time periods specified in this Section 7.2 or Parent fails to pay the Company any amounts due to the Company pursuant to this Section 7.2 within the time periods specified in this Section 7.2, the Company or Parent, as applicable, shall pay the costs and expenses (Aincluding reasonable legal fees and expenses) this Agreement is terminated incurred by Parent or the Company, as applicable, in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the 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 until the date of actual payment. Notwithstanding anything to the contrary in this Agreement, the Company pursuant agrees that (other than in the case of fraud) (i) the Company’s right to Section 8.1(b) or Section 8.1(d) or by receive payment of the Parent Termination Fee from Parent pursuant to the terms of this Section 8.1(e7.2 (and the Guaranteed Amount from the Guarantors pursuant to the 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 in the event that it has incurred any losses or damages, or suffered any harm, with respect to this Agreement or the transactions contemplated by this Agreement (including any loss suffered as a result of the failure of the Merger to be consummated), and upon payment of the Parent Termination Fee, 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 under any theory for any reason (except for intentional breach of this Agreement, as set forth in subclause (ii)), (Bii) after in the date hereof case of any intentional breach of this Agreement (and prior to such termination, a Person (or any Representative irrespective of such Person) has made any bona fide, written Takeover Proposal which whether the Parent Termination Fee has been publicly announced prior to the Company Meeting paid), Parent and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company Guarantors shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five collectively (5whether or not this Agreement shall have been terminated) business days following be directly or indirectly liable for losses and damages arising from or in connection with such consummation)intentional breach in an aggregate amount in excess of $215,000,000 (the “Guaranteed Amount”) (for the avoidance of doubt, an amount equal to if Parent (or the Company Guarantors) pay a Parent Termination Fee, and such fee shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by be included in the Company pursuant to Section 8.3(b)) up to a maximum calculation of such aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), (iii) the maximum liability of $600,000. Payment each Guarantor, directly or indirectly, shall be limited to the express obligations of such amount Guarantor under its Guarantee, and (iv) in no event (other than in the case of fraud) shall the Company, its affiliates or Subsidiaries seek or be made, as directed by entitled to recover any money damages in the aggregate in excess of the Guaranteed Amount from Parent, by wire transfer Merger Sub, the Guarantor, or any of immediately available fundstheir respective former, current, or future general or limited partners, stockholders, managers, members, directors, officers, affiliates or agents.

Termination Fees. (a) In the event that (i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)or (ii) Parent shall terminate this Agreement pursuant to Section 7.1(c)(ii) (other than where the Board of Directors of the Company changes its recommendation with respect to this Agreement in the absence of a termination Takeover Proposal primarily based on developments relating to the license agreement between the Company and an Affiliate of this Agreement under Section 8.1(g) or Section 8.1(hthe Parent), then the Company shall pay by wire transfer of same-day funds to Parent a non-refundable termination fee equal to of $2,464,600 12,000,000 (such amount, the “"Company Termination Fee”") in the case of (i), immediately before and as a condition to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum the termination of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, this Agreement or in the case of (ii) within two (2) business days after the termination pursuant of this Agreement. Any such payment shall be reduced by any amounts as may be required to Section 8.1(h), contemporaneously with such termination), payable by wire transfer be deducted or withheld therefrom under applicable Tax Law. Parent’s acceptance of immediately available fundsthe Company Termination Fee shall constitute conclusive evidence that this Agreement has been validly terminated. (b) In the event that this Agreement is terminated by (A) Parent or the Company shall terminate this Agreement pursuant to Section 8.1(d7.1(b)(iii), then (B) prior to the time of such termination a bona fide Takeover Proposal with respect to the Company has been publicly made or otherwise made known to the Board of Directors of the Company or its stockholders and not withdrawn prior to termination, and (C) a definitive agreement is entered into by the Company with respect to a Takeover Proposal or a Takeover Proposal is consummated within six (6) months of such termination of this Agreement, the Company shall on the earlier of the date on which such agreement is entered into or the Takeover Proposal is consummated, pay by wire transfer of same-day funds the Company Termination Fee to Parent. Any such payment shall be reduced by any amounts as may be required to be deducted or withheld therefrom under applicable Tax Law. Parent’s acceptance of the Company Termination Fee shall constitute conclusive evidence that this Agreement has been validly terminated. (c) For the purpose of this Section 7.3, all references in the definition of Takeover Proposal to "20%" shall instead be deemed to refer to "a majority". (d) In no event shall the Company be required to pay the fee referred to in this Section 7.3 on more than one occasion. (e) Each of the Company and Parent acknowledges that the agreements contained in this Section 7.3 are an integral part of the Merger and the Transactions. In the event that the Company shall fail to pay the Company Termination Fee when due, the Company shall reimburse Parent for all reasonable Expenses costs and expenses actually incurred or accrued by or on behalf Parent (including reasonable fees and expenses of Parent or its Affiliates or their prospective financing sources as counsel) in connection with the collection under and enforcement of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available fundsthis Section 7.3. (cf) In The parties agree that any payment of the Company Termination Fee shall be the sole and exclusive remedy available to Parent and Merger Sub with respect to this Agreement and the transactions contemplated hereby in the event that (A) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such terminationpayments become due and payable, and, upon payment of the applicable amount, the Company consummates a Takeover Proposal, or enters into a written agreement with respect shall have no further liability to such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummation), an amount equal to the Company Termination Fee, Parent and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, by wire transfer of immediately available fundsMerger Sub hereunder.

Termination Fees. (a) In the event that (i) following the execution and delivery of a this Agreement and prior to the termination of this Agreement, an Acquisition Proposal (solely for this purpose substituting 50% for all references to 15% and 85% in the related definition of “Acquisition Transaction”) shall have been publicly announced or shall have become publicly known and (ii) this Agreement under is thereafter terminated pursuant to Section 8.1(g7.1(b) or Section 8.1(h7.1(c), and (iii) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction which is the subject of the Acquisition Proposal referenced in the preceding clause (i)) is consummated or the Company enters into a definitive acquisition agreement with respect to an Acquisition Transaction (whether or not the Acquisition Transaction which is the subject of the Acquisition Proposal referenced in the preceding clause (i)), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent (or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any eventits designee), within two business days following such termination, or (2) Business Days after the event in the case preceding clause (iii) that triggers the obligation to such fee, a fee in the amount of termination pursuant to Section 8.1(h), contemporaneously with such termination), $78,240,000 -70- (the “Termination Fee Amount”) payable in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then 7.1(g) or Section 7.1(h) the Company shall reimburse pay to Parent for all reasonable Expenses incurred by or on behalf of Parent (or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any eventdesignee), within two business days following delivery of (2) Business Days after such documentation)termination, payable the Termination Fee Amount in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent. (c) In the event that (A) the Company intends to terminate this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e7.1(i), (B) after the date hereof and prior to such termination, as a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior condition to the Company Meeting and not withdrawn and (C) within twelve (12) months effectiveness of any such termination, the Company consummates a Takeover Proposalshall substantially simultaneously with the occurrence of such termination pay to Parent (or its designee) the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The Company acknowledges and hereby agrees that the provisions of this Section 7.4 are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), or enters and that, without such provisions, Parent would not have entered into a written agreement with respect to such Takeover Proposal that is ultimately consummatedthis Agreement. Accordingly, then if the Company shall fail to pay in a timely manner the amounts due pursuant to Parentthis Section 7.4, and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in this Section 7.4 at the prime rate of Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.4 shall not be in lieu of, or as directed by Parentreplacement or substitution for, promptly after consummating such Takeover Proposal damages incurred in the event of any breach of this Agreement. (but in no e) In the event later than five (5) business days following such consummationthat Parent shall terminate this Agreement pursuant to Section 7.1(g), an amount equal to payment of the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid Fee Amount by the Company pursuant to Section 8.3(b)7.4(b) up to a maximum aggregate amountshall constitute liquidated damages, including all Expenses previously paid by and in the Company event that Parent shall receive such Termination Fee Amount pursuant to Section 8.3(b7.4(b), of $600,000. Payment of such amount and the Company shall be made, as directed by Parent, by wire transfer of immediately available fundshave no further liability under this Agreement.

Termination Fees. (a) In If this Agreement is terminated (A) by Amdocs pursuant to Section 9.1(c) as a result of a material breach by Architel of any representation, warranty, covenant or agreement set forth in this Agreement (other than a failure of the event condition set forth in Section 8.3), (B) by Amdocs pursuant to an Acquisition Proposal Termination under Section 9.1(g), or (C) by Architel pursuant to a Superior Proposal Termination under Section 9.1(h); then Amdocs shall deliver to Architel copies of invoices detailing the fees and expenses incurred by it with respect to this Agreement and the transactions contemplated hereby and Architel shall pay to Amdocs (by wire transfer or cashier's check) the aggregate amount of such reasonable fees and expenses ("Termination Expenses") within two business days of the delivery of such invoices to Architel. If this Agreement is terminated as described in the previous sentence and, within six months of the date of a termination described in the previous sentence, Architel enters into an agreement regarding a Superior Proposal, or a Superior Proposal in the form of this Agreement under Section 8.1(g) a take-over bid or Section 8.1(h)exchange offer has been publicly announced or Architel consummates a Superior Proposal, then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any eventArchitel shall, within two business days following after the earlier of the entering into of such terminationan agreement regarding a Superior Proposal, such public announcement or in the consummation of any such Superior Proposal, as the case of termination pursuant may be, pay to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In Amdocs the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum additional sum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof 15.5 million (and, in any event, within two business days following delivery of such documentationthe "Termination Fee"), payable by wire transfer of immediately available funds. . If (c) In the event that (A1) this Agreement is terminated by Parent or the Company either party pursuant to Section 8.1(b9.1(d) as a result of the failure of Architel's shareholders to approve the Arrangement, (2) prior to the date of such Architel Shareholders Meeting, Architel shall have received a Superior Proposal or one is publicly announced, and (3) within six months of the date of such a termination Architel enters into an agreement regarding a Superior Proposal, or a Superior Proposal in the form of a take-over bid or exchange offer has been commenced or Architel consummates a Superior Proposal, Architel shall, immediately upon the consummation of such Superior Proposal or any other Superior Proposal (if consummated within 12 months of the event set forth in clause (3)) pay to Amdocs both the Termination Expenses and the Termination Fee. Amdocs shall not be entitled to receive any payment under this Section 8.1(d9.4(a) or by Parent if, at the time of delivery of the applicable notice of termination pursuant to Section 8.1(e9.2, Amdocs shall have been in breach of this Agreement in a manner giving rise to Architel's right to terminate this Agreement pursuant to Section 9.1(b). (b) Architel's obligations to pay the termination fees set forth in Section 9.4 are in lieu of any damages or any other payment which Architel might otherwise be obligated to pay Amdocs as a result of any termination for which payment is due under Section 9.4. Amdocs and Architel agree that, in view of the nature of the issues likely to arise in the event of such a termination, it would be impracticable or extremely difficult to fix the actual damages resulting from such termination and proving actual damages, causation and foreseeability in the case of such termination would be costly, inconvenient and difficult. In requiring a party to pay a termination fee as set forth herein, it is the intent of the parties to provide, as of the date of this Agreement, for a liquidated amount of damages to be paid by such party to other party. Such liquidated amount shall be deemed full and adequate damages for such termination and is not intended by either party to be a penalty. (c) If this Agreement is terminated by Architel pursuant to Section 9.1(b) as a result of a material breach by Amdocs of any representation, warranty, covenant or agreement set forth in this Agreement (other than a failure of the condition set forth in Section 7.3), (B) after Architel shall deliver to Amdocs copies of invoices detailing the date hereof fees and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement expenses incurred by it with respect to such Takeover Proposal that is ultimately consummated, then this Agreement and the Company transactions contemplated hereby and Amdocs shall pay to Parent, Architel (by wire transfer or as directed by Parent, promptly after consummating cashier's check) the aggregate amount of such Takeover Proposal (but in no event later than five (5) reasonable fees and expenses within two business days following of the delivery of such consummation), an amount equal invoices to the Company Termination Fee, and Amdocs. (d) If Architel shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company have terminated this Agreement pursuant to Section 8.3(b)9.1(b)(ii) up (relating to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to breach of Amdocs' representation in Section 8.3(b3.21), Amdocs shall pay to Architel cash in the amount of $600,000. Payment 3.5 million, plus reimbursement for the aggregate amount of such amount shall be made, as directed by Parent, by wire transfer of immediately available fundsreasonable fees and expenses referred to in Section 9.4(c).

Termination Fees. (a) In the event that (i) following the execution and delivery of a this Agreement and prior to the termination of this Agreement, an Acquisition Proposal (solely for this purpose substituting 50% for all references to 15% and 85% in the related definition of “Acquisition Transaction”) shall have been publicly announced or shall have become publicly known and (ii) this Agreement under is thereafter terminated pursuant to Section 8.1(g7.1(b) or Section 8.1(h7.1(c), and (iii) within twelve (12) months following the termination of this Agreement, either an Acquisition Transaction (whether or not the Acquisition Transaction which is the subject of the Acquisition Proposal referenced in the preceding clause (i)) is consummated or the Company enters into a definitive acquisition agreement with respect to an Acquisition Transaction (whether or not the Acquisition Transaction which is the subject of the Acquisition Proposal referenced in the preceding clause (i)), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent (or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any eventits designee), within two business days following such termination, or (2) Business Days after the event in the case preceding clause (iii) that triggers the obligation to such fee, a fee in the amount of termination pursuant to Section 8.1(h), contemporaneously with such termination), $78,240,000 (the “Termination Fee Amount”) payable in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then 7.1(g) or Section 7.1(h) the Company shall reimburse pay to Parent for all reasonable Expenses incurred by or on behalf of Parent (or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any eventdesignee), within two business days following delivery of (2) Business Days after such documentation)termination, payable the Termination Fee Amount in cash by wire transfer of immediately available fundsfunds to an account designated in writing by Parent. (c) In the event that (A) the Company intends to terminate this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e7.1(i), (B) after the date hereof and prior to such termination, as a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior condition to the Company Meeting and not withdrawn and (C) within twelve (12) months effectiveness of any such termination, the Company consummates a Takeover Proposalshall substantially simultaneously with the occurrence of such termination pay to Parent (or its designee) the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The Company acknowledges and hereby agrees that the provisions of this Section 7.4 are an integral part of the transactions contemplated by this Agreement (including the Offer and the Merger), or enters and that, without such provisions, Parent would not have entered into a written agreement with respect to such Takeover Proposal that is ultimately consummatedthis Agreement. Accordingly, then if the Company shall fail to pay in a timely manner the amounts due pursuant to Parentthis Section 7.4, and, in order to obtain such payment, Parent makes a claim that results in a judgment against the Company, the Company shall promptly reimburse Parent its reasonable costs and expenses (including its reasonable attorneys’ fees and expenses) incurred in connection with such suit, together with interest on the amounts set forth in this Section 7.4 at the prime rate of Bank of America, N.A. in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.4 shall not be in lieu of, or as directed by Parentreplacement or substitution for, promptly after consummating such Takeover Proposal damages incurred in the event of any breach of this Agreement. (but in no e) In the event later than five (5) business days following such consummationthat Parent shall terminate this Agreement pursuant to Section 7.1(g), an amount equal to payment of the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid Fee Amount by the Company pursuant to Section 8.3(b)7.4(b) up to a maximum aggregate amountshall constitute liquidated damages, including all Expenses previously paid by and in the Company event that Parent shall receive such Termination Fee Amount pursuant to Section 8.3(b7.4(b), of $600,000. Payment of such amount and the Company shall be made, as directed by Parent, by wire transfer of immediately available fundshave no further liability under this Agreement.

Termination Fees. (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be 30. paid by the Party incurring such expenses, whether or not the Transactions are consummated; provided, however, that if this Agreement is terminated (i) by the Purchaser or the Seller pursuant to Section 8.1(d) and both (A) at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made and (B) within 12 months following the termination of this Agreement an Acquisition Transaction shall have been consummated by either of the Seller Corporations or either of the Seller Corporations shall have entered into a definitive agreement contemplating an Acquisition Transaction (that is ultimately consummated), or (ii) by the Purchaser pursuant to Section 8.1(e), then (without limiting any obligation of the Seller to pay any fee payable pursuant to Section 8.3(b)), the Seller shall make a nonrefundable cash payment to the Purchaser in an amount equal to the aggregate amount of all reasonable fees and expenses (including all reasonable attorneys' fees, accountants' fees, financial advisory fees and filing fees) that have been paid or that may become payable by or on behalf of the Purchaser in connection with the preparation and negotiation of this Agreement and the other Transactional Agreements in an amount not to exceed One Hundred and Fifty Thousand U.S. Dollars (US$150,000). In the event of a termination described in clause (i) above, such payment shall be made at the time such Acquisition Transaction is consummated, and in the event of a termination described in clause (ii) above, such payment shall be made immediately upon the termination of this Agreement under Section 8.1(g) or Section 8.1(h), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available fundsAgreement. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof If (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In the event that (Ai) this Agreement is terminated by Parent the Purchaser or the Company Seller pursuant to Section 8.1(b) or Section 8.1(d) and both (A) at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made, and (B) within 12 months following the termination of this Agreement an Acquisition Transaction shall have been consummated by Parent either of the Seller Corporations or either of the Seller Corporations shall have entered into a definitive agreement contemplating an Acquisition Transaction (that is ultimately consummated), or (ii) this Agreement is terminated by the Purchaser pursuant to Section 8.1(e), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company Seller shall pay to Parentthe Purchaser, or as directed by Parent, promptly after consummating such Takeover Proposal in cash (but and in no event later than five (5) business days following such consummationaddition to the amounts payable pursuant to Section 8.3(a)), a nonrefundable fee in an amount equal to One Hundred and Fifty Thousand U.S. Dollars (US$150,000). In the Company Termination Feeevent of a termination described in clause (i) above, such payment shall be made at the time such Acquisition Transaction is consummated, and shall reimburse Parent for all reasonable Expenses incurred by Parent in the event of a termination described in clause (and not previously paid by the Company pursuant to Section 8.3(b)ii) up to a maximum aggregate amountabove, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount payment shall be made, as directed by Parent, by wire transfer made immediately upon the termination of immediately available fundsthis Agreement.

Termination Fees. (a) In the event of a termination of that this Agreement under Section 8.1(gis terminated by the Purchaser pursuant to Paragraph 6.1(a)(ii) (Change of Recommendation or Section 8.1(hParagraph 6.1(a)(iv) (Breach of Representations and Warranties, Breach of Covenants), then the Company Termination Fee shall pay a non-refundable fee equal be paid by the Corporation to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum Purchaser within five Business Days after the date of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination . The Corporation shall not be obliged to make more than one Termination Fee payment pursuant to Section 8.1(hthis Paragraph 6.3(a), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent or the Company Purchaser pursuant to Section 8.1(d)6.1, and, (A) prior to such termination, an Acquisition Proposal is made or publicly announced, or any Person publicly announces an intention (whether or not conditional or whether or not withdrawn) to make such an Acquisition Proposal; and (B) within six (6) months of such termination, the Corporation enters into a definitive agreement to complete, or completes, the transactions contemplated by an Acquisition Proposal, then the Company Termination Fee shall reimburse Parent for all reasonable Expenses incurred be paid by the Corporation to the Purchaser, on or on behalf of Parent or its Affiliates or their prospective financing sources as prior to the earlier of the time entering into of such reimbursement up the definitive agreement or the completion of the Acquisition Proposal referred to in Paragraph 6.3(b)(B). Notwithstanding the foregoing, the Corporation shall not be obliged to make the Termination Fee payment pursuant to this Paragraph 6.3(b) in the event that the Corporation shall have already made a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentationTermination Fee payment pursuant to Paragraph 6.3(a), payable by wire transfer of immediately available funds. (c) In the event that (A) this Agreement is terminated by Parent or the Company pursuant Corporation fails to Section 8.1(b) or Section 8.1(d) or by Parent pursuant to Section 8.1(e), (B) after pay the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such terminationTermination Fee when due, the Company consummates a Takeover ProposalCorporation will also pay the costs and expenses, or enters into a written agreement including legal fees, of the Purchaser in connection with respect the legal action to enforce this Agreement, together with interest on such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummation), an amount equal to the Company Termination Fee, commencing on the date that such Termination Fee became due, at a rate equal to 12% per annum. (d) The Corporation acknowledges that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Purchaser would not enter into this Agreement. (e) The Corporation agrees that the payment of the Termination Fee pursuant to this Section 6.3 is in addition to any damages or other payment or remedy to which the Purchaser may be entitled under Section 7.6. The Purchaser hereby expressly acknowledges and agrees that, upon any termination of this Agreement under circumstances where the Purchaser is entitled to the Termination Fee and such Termination Fee is paid in full within the prescribed time period, it shall be precluded from any other remedy against the Corporation and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid seek to obtain any recovery, judgment or damages of any kind against the Corporation or its Subsidiaries in connection with this Agreement, provided, however, that this limitation shall not apply in the event of fraud committed by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid Corporation or any of its Subsidiaries or wilful breach by the Company pursuant to Section 8.3(bCorporation of this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the Termination Fee), of $600,000. Payment of such amount shall be made, as directed by Parent, by wire transfer of immediately available funds.

Termination Fees. (a) In the event of a termination of If: (i) Parent shall terminate this Agreement under Section 8.1(g) or Section 8.1(h), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h9.1(d), contemporaneously with such termination), payable by wire transfer of immediately available funds.; (bii) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In the event that (A) this Agreement is terminated by Parent or the Company or Parent pursuant to Section 8.1(b9.1(b)(ii), (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(d9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained or (C) this Agreement is terminated by Parent pursuant to Section 8.1(e)9.1(e) and the Company Stockholder Approval shall not theretofore have been obtained, (B) and after the date hereof but on or before the date of any such termination an Acquisition Proposal shall have been made and prior to such terminationbecome publicly known, a Person whether or not withdrawn, (or any Representative of such Personx) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Stockholder Meeting and not withdrawn and (Cin the case of a termination contemplated by clause (ii)(A)) within twelve or (12y) months prior to the date of any such termination, termination (in the case of a termination contemplated by clause (ii)(B) or (ii)(C)); or (iii) the Company consummates a Takeover Proposalshall terminate this Agreement pursuant to Section 9.1(f). then in any case as described in clause (i), (ii) or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then (iii) the Company shall pay (or cause to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5be paid) business days following such consummation), an amount equal to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, by wire transfer of immediately available funds), (x) in the case described in clause (i) or (iii), $1,000,000,000 (the “Termination Fee”) not later than the date of termination of this Agreement and (y) in the case described in clause (ii), the Company shall pay (or cause to be paid) an amount equal to the Termination Fee not later than the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any Acquisition Proposal, as long as such Acquisition Proposal is consummated or such definitive agreement is executed within 12 months after the date of termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in the definition of Acquisition Proposal to 20% shall instead refer to 50%. (b) If this Agreement is terminated by the Company pursuant to Section 9.1(e), then Parent shall pay (or cause to be paid) to the Company (by wire transfer of immediately available funds) an amount equal to the Chevron Termination Fee within two Business Days after the date of such termination. (c) Each party acknowledges that the agreements contained in this Section 10.5 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, no party would have entered into this Agreement. Accordingly, if the Company or Parent fails to pay timely any amount due pursuant to this Section 10.5 and, in order to obtain such payment, the other party (the “Recipient”) commences a suit which results in a judgment against the party obligated to make such payment (the “Payor”) for the amount payable to the Recipient pursuant to this Section 10.5, the Payor shall pay to the Recipient its reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount so payable at the rate on six (6)-month United States Treasury obligations (as of the date such payment was required to be made pursuant to this Agreement) plus three percent (3%).

Termination Fees. Notwithstanding any provision in this Agreement to the contrary if: (ai) In (A) prior to the event of a termination of this Agreement under Section 8.1(gAgreement, any Acquisition Proposal (for purposes of this subsection, substituting 50% for the 20% threshold set forth in the definition of Acquisition Proposal) or Section 8.1(hthe bona fide intention of any Person to make an Acquisition Proposal is publicly proposed or publicly disclosed or otherwise made known to the Company prior to, and not withdrawn at or prior to the time of, the relevant termination (each, a “Qualifying Transaction”), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”B) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent Purchaser or the Company pursuant to Section 8.1(d)8.1(b)(i) or Section 8.1(b)(ii) or by Purchaser pursuant to Section 8.1(b)(iv) and (C) concurrently with or within twelve (12) months after such termination, the Company enters into a definitive agreement with respect to or consummates any Qualifying Transaction, then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as shall, concurrently with the consummation of the time of such reimbursement up Qualifying Transaction, pay to Purchaser a maximum fee of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof 45.0 million in cash (and, the “Break-Up Fee”) (in any event, within two business days following delivery event net of such documentationany Purchaser Expense Reimbursement previously paid by the Company), payable by wire transfer of immediately available funds.; (c) In the event that (Aii) this Agreement is terminated by Parent or the Company on or prior to the tenth Business Day following the Solicitation Period End Date pursuant to Section 8.1(b8.1(c) in connection with a Superior Proposal made by an Excluded Party, the Company shall, concurrently with the consummation of such Superior Proposal, pay to Purchaser a fee of $22.5 million in cash (the “Excluded Party Break-Up Fee”); provided, however, that if the initial Notice Period begins on or Section 8.1(d) or by Parent prior to the tenth Business Day following the Solicitation Period End Date, such tenth Business Day shall be tolled until the end of all applicable Notice Periods with respect to that specific Excluded Party for which such written notice was delivered pursuant to Section 8.1(e), (B6.5(e)(i) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall be entitled to pay to Parent, or the Excluded Party Break-Up Fee rather than the Break-Up Fee as directed required by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5Section 8.3(b)(iii) business days following such consummation), an amount equal to below if the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid Agreement is terminated by the Company pursuant to Section 8.3(b)8.1(c) up to immediately following the end of all applicable Notice Periods as a maximum aggregate amount, including all Expenses previously paid result of the Superior Proposal made by such Excluded Party; (iii) this Agreement is terminated by the Company pursuant to Section 8.3(b8.1(c) (A) in connection with a Superior Proposal made by a Person other than an Excluded Party, or (B) except as provided in Section 8.3(b)(ii) above, on or after the eleventh Business Day following the Solicitation Period End Date in connection with a Superior Proposal made by an Excluded Party, the Company shall, concurrently with the consummation of such Superior Proposal, pay to Purchaser the Break-Up Fee; (iv) this Agreement is terminated by Purchaser pursuant to Section 8.1(d)(i) (unless the Company terminated this Agreement pursuant to Section 8.1(c) in connection with such Change of Recommendation) or Section 8.1(d)(ii), of $600,000. Payment the Company shall pay to Purchaser, within two (2) days of such amount shall be madetermination, as directed by Parent, by wire transfer of immediately available fundsthe Break-Up Fee.

Termination Fees. Notwithstanding any provision in this Agreement to the contrary if: (ai) In (A) prior to the event of a termination of this Agreement under Section 8.1(gAgreement, any Competing Proposal (for purposes of this Subsection, substituting 50% for the 15% threshold set forth in the definition of Competing Proposal) or Section 8.1(hthe bona fide intention of any Person to make a Competing Proposal is publicly proposed or publicly disclosed or otherwise made known to the Company prior to, and not withdrawn at or prior to the time of, the relevant termination (each, a “Qualifying Transaction”), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In the event that (AB) this Agreement is terminated by Parent or the Company pursuant to Section 8.1(b10.1(b)(i) or Section 8.1(d) or by Parent pursuant to Section 8.1(e), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) concurrently with or within twelve (12) months of any after such termination, the Company consummates a Takeover Proposal, or enters into a written definitive agreement with respect to such Takeover Proposal that is ultimately consummatedor consummates any Qualifying Transaction, then the Company shall, concurrently with the consummation of the Qualifying Transaction, pay to Parent a fee of $8,900,000 in cash (the “Break-Up Fee”) (in any event net of any Parent Expense Reimbursement previously paid or payable by the Company); (ii) this Agreement is terminated by the Company on or prior to the sixth (6th) Business Day following the Solicitation Period End Date pursuant to Section 10.1(c)(ii) in connection with a Superior Proposal made by an Excluded Party, the Company shall, concurrently with the consummation of such Superior Proposal made by such Excluded Party, pay to Parent a fee of $3,700,000 in cash (the “Excluded Party Break-Up Fee”) (in any event net (but not less than $0.00) of any Parent Expense Reimbursement previously paid or payable by the Company); provided, however, that if the initial Notice Period begins on or prior to the sixth (6th) Business Day following the Solicitation Period End Date, such sixth (6th) Business Day shall be tolled until the end of all applicable Notice Periods with respect to that specific Excluded Party for which such written notice was delivered pursuant to Section 8.7(e)(A) and the Company shall be entitled to pay the Excluded Party Break-Up Fee rather than the Break-Up Fee as required by Section 10.3(b)(iii) below if the Agreement is terminated by the Company pursuant to Section 10.1(c)(ii) immediately following the end of all applicable Notice Periods as a result of the Superior Proposal made by such Excluded Party; (iii) this Agreement is terminated by the Company pursuant to Section 10.1(c)(ii) (A) in connection with a Superior Proposal made by a Person other than an Excluded Party, or (B) except as provided in Section 10.3(b)(ii) above, on or after the seventh (7th) Business Day following the Solicitation Period End Date in connection with a Superior Proposal made by an Excluded Party, the Company shall, concurrently with the consummation of such Superior Proposal, pay to Parent the Break-Up Fee; (iv) this Agreement is terminated by Parent pursuant to Section 10.1(d)(ii) (unless the Company terminated this Agreement pursuant to Section 10.1(c) in connection with such Change of Recommendation), Section 10.1(d)(iii) or Section 10.1(d)(iv), the Company shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal within two (but in no event later than five (52) business days following such consummation), an amount equal to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment Business Days of such amount shall be madetermination, as directed by Parent, by wire transfer of immediately available fundsthe Break-Up Fee.

Termination Fees. (a) In the event of a termination of Notwithstanding any provision in this Agreement under Section 8.1(g) or Section 8.1(h)to the contrary, then the Company shall pay to Parent a non-refundable fee equal to of $2,464,600 3,500,000 in cash (such amount, the “Company Termination Fee”), in the event that: (i) this Agreement is terminated by Parent pursuant to Section 6.1(f)(ii)(B) or by the Company pursuant to Section 6.1(e)(ii)(B), in which case the Company shall pay to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, the Company Termination Fee within two business days (2) Business Days following such termination, or in the case of termination pursuant to Section 8.1(h), contemporaneously with such termination), payable by wire transfer of immediately available same day funds; or (ii) this Agreement is terminated by Parent pursuant to Section 6.1(f)(ii)(A) or by the Company pursuant to Section 6.1(e)(ii)(A); or (iii) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 6.1(d) and (B) after the date of this Agreement and prior to such termination, any Alternative Proposal (substituting 50% for the 15% thresholds set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed and not publicly and unconditionally withdrawn prior to such date of termination, and (C) concurrently with or within twelve (12) months after such termination, the Company shall have entered into any definitive agreement providing for such Qualifying Transaction with the person who proposed such Qualifying Transaction that was existing at the time of termination, or any affiliate thereof, and (D) such Qualifying Transaction shall have been consummated, in which case the Company shall pay to Parent the Company Termination Fee upon consummation of such Qualifying Transaction, payable by wire transfer of same day funds; or (iv) (A) this Agreement is terminated by Parent pursuant to Section 6.1(f)(i), and (B) concurrently with or within twelve (12) months after such termination, the Company shall have entered into any definitive agreement providing for a Qualifying Transaction with the person who proposed such Qualifying Transaction that was existing at the time of termination, or any affiliate thereof, and (C) such Qualifying Transaction shall have been consummated, in which case the Company shall pay to Parent the Company Termination Fee upon consummation of such Qualifying Transaction, payable by wire transfer of same day funds. It is understood that in no event shall the Company be required to pay the fee referred to in this Section 6.3(a) on more than one occasion. (b) In the event that this Agreement is terminated by Parent or pursuant to Section 6.1(f)(i) (regardless of whether Parent is entitled to payment pursuant to Section 6.3(a)(iv)), by the Company pursuant to Section 8.1(d6.1(e)(ii)(B), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In the event that (A) this Agreement is terminated by Parent or the Company either party pursuant to Section 8.1(b) or Section 8.1(d) 6.1(d), or by Parent pursuant to Section 8.1(e6.1(f)(ii), (B) after the date hereof and prior to such termination, a Person (or any Representative of such Person) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Meeting and not withdrawn and (C) within twelve (12) months of any such termination, the Company consummates a Takeover Proposal, or enters into a written agreement with respect to such Takeover Proposal that is ultimately consummated, then the Company shall pay to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5) business days following such consummation)upon termination, an amount in cash equal to the sum of Parent’s and Merger Sub’s documented out-of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $1,500,000 (the “Company Expense Reimbursement”); provided, however, that the existence of circumstances which could require the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid Fee to become subsequently payable by the Company pursuant to Section 8.3(b6.3(a) shall not relieve the Company of its obligation to pay the Company Expense Reimbursement pursuant to this Section 6.3(b)) up to a maximum aggregate amount; and provided, including all Expenses previously paid further, that the payment by the Company of the Company Expense Reimbursement pursuant to this Section 6.3(b) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 8.3(b6.3(a). Upon payment of the Company Termination Fee and the Company Expense Reimbursement, as applicable, the Company shall have no further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent, Merger Sub, their affiliates or otherwise except for liability arising out of $600,000fraud or an intentional breach of this Agreement, in which case Parent shall have such rights and remedies as are contemplated by Section 7.15 below (in addition to any amounts owed to such party under Section 6.3). (c) Any payment made pursuant to this Article VI shall be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law. (d) Each of the Company, Parent and Merger Sub acknowledge and agree that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Parent would have entered into this Agreement, and that any amounts payable pursuant to this Section 6.3 do not constitute a penalty but rather are liquidated damages in a reasonable amount to compensate the receiving party for 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. Payment of Accordingly, if a party fails to pay the Company Termination Fee or the Company Expense Reimbursement, pursuant to this Section 6.3, and the receiving party commences a suit to obtain such payments, which results in a judgment against the paying party for the applicable amount due under this Section 6.3, such paying party shall pay the receiving party its costs and expenses (including reasonable attorney’s fees) in connection with such suit, together with interest on such amount shall at the prime rate of Citibank N.A. in effect on the date such payment was required to be made, as directed by Parent, by wire transfer made through the date of immediately available fundspayment.

Termination Fees. (a) In the event of a termination of If: (i) Parent shall terminate this Agreement under Section 8.1(g) or Section 8.1(h), then the Company shall pay a non-refundable fee equal to $2,464,600 (such amount, the “Company Termination Fee”) to Parent or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days following such termination, or in the case of termination pursuant to Section 8.1(h9.1(d), contemporaneously with such termination), payable by wire transfer of immediately available funds.; (bii) In the event that this Agreement is terminated by Parent or the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or on behalf of Parent or its Affiliates or their prospective financing sources as of the time of such reimbursement up to a maximum of $600,000, as promptly as reasonably practicable following delivery of reasonable documentation thereof (and, in any event, within two business days following delivery of such documentation), payable by wire transfer of immediately available funds. (c) In the event that (A) this Agreement is terminated by Parent or the Company or Parent pursuant to Section 8.1(b9.1(b)(ii), (B) this Agreement is terminated by the Company or Parent pursuant to Section 8.1(d9.1(b)(i) and the Company Stockholder Approval shall not theretofore have been obtained or (C) this Agreement is terminated by Parent pursuant to Section 8.1(e)9.1(e) and the Company Stockholder Approval shall not theretofore have been obtained, (B) and after the date hereof but on or before the date of any such termination an Acquisition Proposal shall have been made and prior to such terminationbecome publicly known, a Person whether or not withdrawn, (or any Representative of such Personx) has made any bona fide, written Takeover Proposal which has been publicly announced prior to the Company Stockholder Meeting and not withdrawn and (Cin the case of a termination contemplated by clause (ii)(A)) within twelve or (12y) months prior to the date of any such termination, termination (in the case of a termination contemplated by clause (ii)(B) or (ii)(C)); or (iii) the Company consummates a Takeover Proposal, or enters into a written agreement with respect shall terminate this Agreement pursuant to such Takeover Proposal that is ultimately consummatedSection 9.1(f), then in any case as described in clause (i), (ii) or (iii) the Company shall pay (or cause to Parent, or as directed by Parent, promptly after consummating such Takeover Proposal (but in no event later than five (5be paid) business days following such consummation), an amount equal to the Company Termination Fee, and shall reimburse Parent for all reasonable Expenses incurred by Parent (and not previously paid by the Company pursuant to Section 8.3(b)) up to a maximum aggregate amount, including all Expenses previously paid by the Company pursuant to Section 8.3(b), of $600,000. Payment of such amount shall be made, as directed by Parent, by wire transfer of immediately available funds), (x) in the case described in clause (i) or (iii), $1,000,000,000 (the “Termination Fee”) not later than the date of termination of this Agreement and (y) in the case described in clause (ii), the Company shall pay (or cause to be paid) an amount equal to the Termination Fee not later than the date an Acquisition Proposal is consummated or a definitive agreement is entered into by the Company providing for any Acquisition Proposal, as long as such Acquisition Proposal is consummated or such definitive agreement is executed within 12 months after the date of termination of this Agreement; provided, however, that for the purpose of this clause (y), all references in the definition of Acquisition Proposal to 20% shall instead refer to 50%. (b) If this Agreement is terminated by the Company pursuant to Section 9.1(e), then Parent shall pay (or cause to be paid) to the Company (by wire transfer of immediately available funds) an amount equal to the Chevron Termination Fee within two Business Days after the date of such termination. (c) Each party acknowledges that the agreements contained in this Section 10.5 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, no party would have entered into this Agreement. Accordingly, if the Company or Parent fails to pay timely any amount due pursuant to this Section 10.5 and, in order to obtain such payment, the other party (the “Recipient”) commences a suit which results in a judgment against the party obligated to make such payment (the “Payor”) for the amount payable to the Recipient pursuant to this Section 10.5, the Payor shall pay to the Recipient its reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount so payable at the rate on six (6)-month United States Treasury obligations (as of the date such payment was required to be made pursuant to this Agreement) plus three percent (3%).