Common use of Termination Fees Clause in Contracts

Termination Fees. (a) If: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b).

Termination Fees. (a) If: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii7.1(a) or as a result of: (i) the valid termination of the Merger Agreement pursuant to Section 11.01(b)(i7.1(b)(iii) in circumstances where of the Merger Agreement, then: (1) concurrent with such termination, Shareholder shall pay to Parent Stockholder Approval has not been obtained at (x) $1,000,000 less (y) the amount of the Expense Reimbursement which the Company is obligated to reimburse and pay to Parent Stockholders’ Meeting, prior pursuant to Section 7.3(b) of the Merger Agreement (it being understood and agreed that Parent first shall submit to the Company for payment (to the extent contemplated by the Merger Agreement) any and all claims for reimbursement which it is entitled to submit for payment pursuant to such Section 7.3(b) but such submission shall in no way effect, or relieve Shareholder of, Shareholder’s obligations hereunder); and (2) if a Takeover Proposal has been made and publicly announced before the Merger Agreement has been voted on by the shareholders of the Company, and the Company consummates a transaction pursuant to any Takeover Proposal within 12 months of the date of termination of this Agreement by the Merger Agreement, then, concurrent with the closing of any such transaction Shareholder shall pay or deliver to Parent or within five Business Days after written notice of termination by Weyerhaeuser, as (x) the case may beShareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above. Parent shall not be obligated to pay any amounts in excess of $10,000,000 Any amount payable pursuant to this Section 11.03(b)7.3(a)(i)(2) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent pursuant to the Merger Agreement. (ii) the termination of the Merger Agreement pursuant to Section 7.1(d)(ii) of the Merger Agreement due to an intentional breach by the Company and, prior to any such termination, a Takeover Proposal has been made, then concurrent with the closing of the transaction relating to such Takeover Proposal, Shareholder shall pay to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above; provided, that such closing occurs within 12 months following the termination of the Merger Agreement; and provided, further, that any amount payable pursuant to this Section 7.3(a)(ii) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent pursuant to the Merger Agreement; and (iii) the termination of the Merger Agreement pursuant to Sections 7.1(c)(i) or 7.1(d)(i) of the Merger Agreement, then, concurrent with the closing of a transaction relating to any Takeover Proposal, Shareholder shall pay to Parent (x) the Shareholder Termination Fee less (y) any amount paid to Parent pursuant to Section 7.3(a)(i)(1) above; provided, that such the closing of such transaction occurs within 12 months following the termination of the Merger Agreement; and provided, further, that any amount payable pursuant to this Section 7.3(a)(iii) shall be paid in addition to, and shall not be reduced by, any Company Termination Fee payable to Parent pursuant to the Merger Agreement. (b) Shareholder acknowledges that the agreement to pay the termination fees as set forth in this Section 7.3 is an integral part of the transactions contemplated by this Agreement, that without such agreement Parent would not have entered into this Agreement, and that payment of such termination fees does not constitute a penalty. If Shareholder fails to promptly pay the termination fees as required under this Section 7.3 and Parent commences a suit for payment, Shareholder shall indemnify Parent for its fees and expenses (including attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at a rate equal to 300 basis points above the prime rate of Citibank N.A. (or its successors or assigns) in effect on the date such termination fees were payable hereunder.

Termination Fees. (a) If:If this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d), then the Company shall reimburse Parent, in respect of expenses incurred by Parent, Merger Subs and their Affiliates in connection with this Agreement and the transactions contemplated hereby, an amount in cash equal to $12,350,000 (the “Company Expense Reimbursement”) in immediately available funds within two Business Days of such termination. (b) If (i) Weyerhaeuser terminates this Agreement is terminated by the Company pursuant to Section 11.01(c)(ii7.1(i); or , (ii) either Parent or Weyerhaeuser terminates this Agreement is terminated by Parent pursuant to Section 11.01(b)(ii7.1(h), or (iii) (A) after the date of this Agreement, a Company Takeover Proposal (substituting 50% for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Company Qualifying Transaction”) shall have been publicly made and not withdrawn at least four Business Days prior to the Company Shareholders’ Meeting (or any adjournment or postponement thereof), (B) thereafter this Agreement is terminated by Parent or the Company pursuant to Section 11.01(b)(i7.1(d) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (AC) at any time on or prior to the 12-month anniversary of such termination, the Company or any of its Subsidiaries completes or enters into a definitive agreement with respect to such Company Qualifying Transaction, then, (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(iclause (i), a the Company shall pay Parent Acquisition Proposal has been made the Company Termination Fee in immediately available funds prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or concurrently with such termination, (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(iiclause (ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent Company shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Company Termination Fee”) Fee in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due within two Business Days of such termination or (x3) in the case of a termination specified in clause (iiii), within five Business Days after written notice (x) the Company shall pay Parent one half of termination by Weyerhaeuser or the Company Termination Fee in immediately available funds upon entering into a definitive agreement with respect to such Company Qualifying Transaction and (y) in if the case Company subsequently consummates such Company Qualifying Transaction, the Company shall pay Parent the remaining half of a termination specified in the Company Termination Fee upon such consummation; provided, that any Company Expense Reimbursement actually paid by the Company pursuant to Section 7.3(a) shall be credited against, and shall thereby reduce, the amount of the Company Termination Fee (or portion thereof payable pursuant to clause (ii3)(x), at or prior ) that otherwise would be required to be paid by the earlier of the entering into of the agreement and the consummation of the transaction referred Company to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a7.3(b). Notwithstanding anything to the contrary in this Agreement, if the full Company Termination Fee shall become due and payable in accordance with this Section 7.3(b), from and after such termination and payment of the Company Termination Fee in full pursuant to and in accordance with this Section 7.3(b), the Company shall have no further Liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as set forth in this Section 7.3 other than for fraud or Willful Breach. In no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (bc) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either the Company or Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting7.1(e), then Parent shall reimburse Weyerhaeuser for the Company, in respect of expenses incurred by the Company and its out-of-pocket expenses actually incurred Affiliates in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant transactions contemplated hereby, an amount in cash equal to Section 9.14(b). Such reimbursement shall be paid $12,350,000 (ithe “Parent Expense Reimbursement”) concurrently with payment in immediately available funds within two Business Days of such termination. (d) Each of the Parent parties hereto acknowledges that none of the Company Expense Reimbursement, the Company Termination Fee, if or the Parent Expense Reimbursement is intended to be a penalty but rather is liquidated damages in a reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which such Company Expense Reimbursement, Company Termination Fee or Parent Expense Reimbursement is payable pursuant to Section 11.03(a) or (ii) if due and payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement is terminated pursuant and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. (e) Each of the parties hereto acknowledges that the agreements contained in this Section 11.01(b)(ii) 7.3 are an integral part of the transactions contemplated hereby, and that, without these agreements, the Company, Parent and Merger Subs would not enter into this Agreement. Accordingly, if the Company or pursuant Parent fails to Section 11.01(b)(i) pay in circumstances where a timely manner the Company Expense Reimbursement, the Company Termination Fee or the Parent Stockholder Approval has not been obtained Expense Reimbursement, as applicable, then the Company shall pay to Parent or Parent shall pay to the Company, as applicable, interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the Parent Stockholders’ Meeting, prior prime rate set forth in The Wall Street Journal in effect on the date such payment was required to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)made plus 2% per annum.

Termination Fees. (a) If: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where In the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and event that (A) a Pre-Termination Takeover Proposal Event (1as defined in subsection (iii)) in shall occur after the case of a termination date of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if thereafter this Agreement is terminated by either Parent Franklin or Weyerhaeuser Seller pursuant to Section 11.01(b)(ii7.1(b)(ii) or by Franklin pursuant to Section 11.01(b)(i7.1(d) as a result of a willful breach by Seller and (B) prior to the date that is twelve (12) months after the date of such termination Seller consummates an Acquisition Proposal or enters into a Seller Acquisition Agreement, then Seller shall, on the date such Acquisition Proposal is consummated or such Seller Acquisition Agreement is entered into, pay Franklin a fee equal to $3.35 million by wire transfer of same day funds. (ii) In the event that this Agreement is terminated by Seller pursuant to Section 7.1(e) or by Franklin pursuant to Section 7.1(f), then concurrently with such termination, Seller shall pay to Franklin a fee equal to $3.35 million by wire transfer of same day funds, and such termination shall not be deemed effective hereunder until receipt by Franklin of such fee. (iii) For purposes of this Section 7.4(a), a "PRE-TERMINATION TAKEOVER PROPOSAL EVENT" shall be deemed to occur if, prior to the event giving rise to the right to terminate this Agreement, an Acquisition Proposal shall have been made known to the senior management or board of directors of Seller or any of the Seller Subsidiaries or has been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and such Acquisition Proposal or public announcement shall not have been irrevocably withdrawn not less than five business days prior to the Special Meeting with respect to a termination pursuant to Section 7.1(b)(ii) or the date of termination with respect to a termination pursuant to Section 7.1(d). Seller acknowledges that the agreements contained in this Section 7.4(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Franklin would not enter into this Agreement; accordingly, if Seller fails promptly to pay the amount due pursuant to this Section 7.4(a), and, in order to obtain such payment, Franklin commences a suit which results in a judgment against Seller for the fee set forth in this Section 7.4(a), Seller shall pay to Franklin its costs and expenses (including reasonable attorneys' fees and expenses) in circumstances where connection with such suit, together with interest on the Parent Stockholder Approval has not been obtained amount of the fee at the Parent Stockholders’ Meetingrate on six-month U.S. Treasury obligations plus 300 basis points in effect on the date such payment was required to be made. (b) In the event that the Merger Agreement is terminated by Franklin pursuant to Section 7.1(g) or Section 7.1(h), or the Merger is terminated by Franklin or Seller pursuant to Section 7.1(b)(i) due solely to the failure of the conditions set forth in Section 6.2(d) to be satisfied, then Parent Franklin shall reimburse Weyerhaeuser for its pay to Seller an amount equal to $1.5 million plus all out-of-pocket costs, fees and expenses actually incurred in connection with related to this Agreement and the Transactions transactions contemplated hereby subject to a maximum amount for all such costs, fees and not otherwise reimbursed pursuant to Section 9.14(b)expenses of $350,000. Such reimbursement $1.5 million amount shall be paid (i) concurrently with payment the termination as provided in the immediately preceding sentence by wire transfer of same day funds, and such costs, fees and expenses shall be paid by wire transfer of same day funds within three business days following receipt by Franklin of reasonable documentation of such expenses following the date on which such $1.5 million amount shall be due. Franklin acknowledges that the agreements contained in this Section 7.4(b) are an integral part of the Parent Termination Feetransactions contemplated by this Agreement, and that, without these agreements, Seller would not enter into this Agreement; accordingly, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated Franklin fails promptly to pay any amounts in excess of $10,000,000 the amount due pursuant to this Section 11.03(b7.4(b)., and, in order to obtain such payment, Seller commences a suit which results in a judgment against Franklin for the fee set forth in this Section 7.4(b), Franklin shall pay to Seller its costs and expenses (including reasonable attorneys' fees and expenses) in connection with such suit, together with interest on the amount of the fee at the rate on six-month U.S. Treasury obligations plus 300 basis points in effect on the date such payment was required to be made

Termination Fees. (a) If: (i) Weyerhaeuser terminates AWS shall terminate this Agreement pursuant to Section 11.01(c)(ii6.1(f)(iii); or (ii) either Parent AWS or Weyerhaeuser terminates TeleCorp shall terminate this Agreement pursuant to Section 11.01(b)(ii6.1(g); or (iii) or AWS shall terminate this Agreement pursuant to Section 11.01(b)(i6.1(d) in circumstances where the Parent Stockholder Approval has and prior to such termination any offer or proposal (or intent to make any offer or proposal) that would be an Acquisition Proposal shall have been announced or otherwise publicly disclosed and not been obtained at the Parent Stockholders’ Meeting, and (A) withdrawn; (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(iby AWS under clause (i) or clause (ii), a Parent Acquisition Proposal has been made prior TeleCorp shall pay to AWS, not later than the Parent Stockholders’ Meeting and not withdrawn more than five days prior close of business on the Business Day following such termination an amount equal to $65,000,000 (the vote of the holders of Parent Common Stock or "Termination Fee"); (2) in the case of a termination of this Agreement pursuant by TeleCorp under clause (ii) TeleCorp shall pay to Section 11.01(b)(ii)AWS, not later than, and as a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposalcondition precedent to, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay an amount equal to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due ; and (x3) in the case of a termination specified in by AWS under clause (iiii), if within five Business Days 12 months after written notice the termination of termination by Weyerhaeuser this Agreement TeleCorp enters into an agreement with respect of an Acquisition Proposal with any Person (other than AWS or its Subsidiaries) or an Acquisition Proposal is consummated (y) it being understood that in the case event the Board of Directors of TeleCorp recommends the acceptance by the TeleCorp stockholders of a termination specified in clause (iitender offer or exchange offer with respect to an Acquisition Proposal, such recommendation shall be treated as though an agreement with respect to an Acquisition Proposal had been entered into on such date), at or prior TeleCorp shall pay to AWS, not later than the date such agreement is entered into, an amount equal to the earlier Termination Fee. For purposes of this Section 6.3, a proposal or offer will be deemed to have been publicly disclosed, without limitation, if it becomes known to holders of a majority of the entering into voting power of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)TeleCorp Capital Stock. (b) If a Parent Termination Fee is payable pursuant to All payments and reimbursements made under this Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement 6.3 shall be paid (i) concurrently with payment made by wire transfer of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant immediately available funds to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement an account specified by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)AWS.

Termination Fees. (a) If:In the event that this Agreement is terminated (A) by Parent pursuant to Section 8.01(b)(ii) (Company Adverse Recommendation Change), then the Company shall pay to Parent the Termination Fee as promptly as possible (but in any event within two (2) Business Days) following such termination or (B) by the Company pursuant to Section 8.01(c)(ii) (Company Superior Proposal), then the Company shall pay to Parent the Termination Fee concurrently with such termination and any purported termination pursuant to Section 8.01(c)(ii) (Company Superior Proposal) shall be of no force or effect until such payment is made. Subject to Section 8.02(b), Parent’s right to receive the one-time payment of the Termination Fee from the Company as provided in this Section 8.03(a) shall be the sole and exclusive remedy available to Parent against the Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the Contemplated Transactions in the event that this Agreement is terminated by Parent pursuant to Section 8.01(b)(ii) (Company Adverse Recommendation Change) or the Company pursuant to Section 8.01(c)(ii) (Company Superior Proposal), and, upon such payment of the Termination Fee, none of the Company’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions. The parties hereto acknowledge and agree that in no event shall the Company be required to pay the Termination Fee on more than one occasion. (b) In the event that (i) Weyerhaeuser terminates this Agreement is terminated by Parent or the Company (as applicable) pursuant to Section 11.01(c)(ii8.01(d)(iii) (Company Stockholder Approval); or , (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to such termination, any Person shall have publicly disclosed a bona fide Company Acquisition Proposal and such Company Acquisition Proposal shall not have been publicly withdrawn prior to the expiration time of 12 months following the termination of this AgreementAgreement and (iii) within twelve (12) months of such termination, the Company shall have consummated the transactions contemplated by a Company Acquisition Proposal (provided, that for purposes of this clause (iii) the references to “20%” in the definition of “Company Acquisition Proposal” shall be deemed to be references to “50%”), then in any such case Parent the Company shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”, as promptly as possible (but in any event not later one (1) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days Day after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of such Company Acquisition Proposal). Subject to Section 8.02(b), Xxxxxx’s right to receive the transaction referred one-time payment of the Termination Fee (if and when due) from the Company as provided in this Section 8.03(b) shall be the sole and exclusive remedy available to therein. Parent shall not be obligated to make more than one payment pursuant against the Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if Agreement and the Contemplated Transactions in the event that this Agreement is terminated by either Parent or Weyerhaeuser the Company under circumstances requiring the payment of the Termination Fee pursuant to this Section 11.01(b)(ii) or pursuant 8.03(b), and, subject to Section 11.01(b)(i8.02(b) in circumstances where and upon such payment of the Termination Fee (if and when due), none of the Company’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Contemplated Transactions. (c) In the event that this Agreement is terminated (x) by the Company Section 8.01(c)(iii) (Parent Stockholder Approval has not been obtained at the Parent Stockholders’ MeetingAdverse Recommendation Change), then Parent shall reimburse Weyerhaeuser for pay to the Company the Termination Fee as promptly as possible (but in any event within two (2) Business Days) following such termination or (y) by the Company or Parent pursuant to Section 8.01(d)(iv) (Parent Stockholder Approval), then Parent shall pay to the Company the Company Expense Reimbursement as promptly as possible (but in any event within two (2) Business Days) following such termination. Subject to Section 8.02(b), the Company’s right to receive the one-time payment of the Termination Fee or the Company Expense Reimbursement, as applicable, from Parent as provided in this Section 8.03(c) shall be the sole and exclusive remedy available to the Company against Parent or any of its out-of-pocket expenses actually incurred in connection former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the Contemplated Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of in the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if event that this Agreement is terminated by the Company pursuant to Section 11.01(b)(ii8.01(d)(iv) (Parent Stockholder Approval) or pursuant Section 8.01(c)(iii) (Parent Adverse Recommendation Change), as applicable, and, upon such payment of the Termination Fee or the Company Expense Reimbursement, as applicable, none of Parent or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination or arising out of this Agreement by or the Contemplated Transactions. The parties hereto acknowledge and agree that in no event shall Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated required to pay any amounts the Termination Fee or the Company Expense Reimbursement on more than one occasion. (d) As used in excess of this Agreement, (i) “Termination Fee” shall mean $10,000,000 pursuant 1,740,000 and “Company Expense Reimbursement” shall mean an amount equal to this Section 11.03(b)the Company’s reasonable and documented Transaction Costs incurred by the Company in an aggregate amount not to exceed $750,000.

Termination Fees. (a) If: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where In the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and event that (A) a Pre-Termination Takeover Proposal Event (1as defined in subsection (c)) in shall occur after the case of a termination date of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if thereafter this Agreement is terminated by either Parent Acquiror or Weyerhaeuser Seller pursuant to Section 11.01(b)(ii7.1(b)(ii) or by Acquiror pursuant to Section 11.01(b)(i7.1(d) in circumstances where as a result of a willful breach by Seller or Seller Sub and (B) prior to the Parent Stockholder Approval has not been obtained at date that is 12 months after the Parent Stockholders’ Meetingdate of such termination Seller consummates an Acquisition Proposal, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and Seller shall, on the Transactions and not otherwise reimbursed pursuant date such Acquisition Proposal is consummated, pay Acquiror a fee equal to Section 9.14(b$5,800,000 (the “Termination Fee”). Such reimbursement The Termination Fee shall be paid by wire transfer of same-day funds. (ib) concurrently with payment of In the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if event that this Agreement is terminated by Acquiror pursuant to Section 11.01(b)(ii7.1(e) or by Seller pursuant to Section 11.01(b)(i) in circumstances where 7.1(f), then concurrently with such termination, Seller shall pay to Acquiror the Parent Stockholder Approval Termination Fee by wire transfer of same-day funds, and such termination shall not be deemed effective hereunder until receipt by Acquiror of such fee. For the avoidance of doubt, if Seller fails to hold the Special Meeting, fails to make the Seller Recommendation, or withdraws, modifies or changes the Seller Recommendation either as a result of an Acquisition Proposal that has not been obtained at withdrawn or otherwise, and this Agreement is terminated by Acquiror pursuant to Section 7.1(e) or by Seller pursuant to Section 7.1(f), then Seller shall pay the Parent Stockholders’ MeetingTermination Fee as provided in this Section 7.4(b). In no event shall Seller be required to pay the Termination Fee under both this Section 7.4(b) and Section 7.4(a). (c) For purposes of this Section 7.4, a “Pre-Termination Takeover Proposal Event” shall be deemed to occur if, prior to the termination event giving rise to the right to terminate this Agreement, an Acquisition Proposal shall have been made known to the senior management or the board of this Agreement by Parent directors of Seller or within shall have been made directly to its stockholders generally, or any person reasonably qualified to consummate an Acquisition Proposal shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal, and such Acquisition Proposal or public announcement shall not have been irrevocably withdrawn not less than five Business Days after written notice prior to the Special Meeting (with respect to a termination pursuant to Section 7.1(b)(ii)) or the date of termination (with respect to a termination pursuant to Section 7.1(d). Seller acknowledges that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated by Weyerhaeuserthis Agreement and that, as the case may be. Parent shall without these agreements, Acquiror would not be obligated enter into this Agreement; accordingly, if Seller fails promptly to pay any amounts in excess of $10,000,000 the amount due pursuant to this Section 11.03(b)7.4 and, in order to obtain such payment, Acquiror commences a suit which results in a judgment against Seller for the fee set forth in this Section 7.4, Seller shall pay to Acquiror its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made, plus 300 basis points.

Termination Fees. (a) If, but only if, this Agreement is terminated: (i) Weyerhaeuser terminates this Agreement (A) by Parent or the Company pursuant to Section 11.01(c)(ii); or (ii7.1(b) either [End Date] or Section 7.1(d) [No Company Shareholder Approval] or by Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii7.1(i)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, [Breach of No Shop] and (AB) (1x) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Takeover Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to Company or the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, Company Shareholders after the date hereof and or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal, (y) such Takeover Proposal or intention to make a Takeover Proposal was publicly disclosed prior to the expiration time of 12 such termination and a Takeover Proposal remained pending as of the date of such termination, and (z) within twelve months following after the termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)(1) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in Company enters into a definitive agreement for the case consummation of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser Takeover Proposal or (y2) in a Takeover Proposal is consummated, then the case of a termination specified in clause (ii)Company shall pay, at or prior cause to be paid, to Parent the earlier of the entering into of the agreement and Company Termination Fee within two business days after the consummation of the transaction referred Takeover Proposal (provided, however, that for purposes of this Section 7.3(a)(i), the references to therein. “20% or more” in the definition of Takeover Proposal shall be deemed to be references to “more than 50%”); (ii) (A) by Parent or the Company pursuant to Section 7.1(b) [End Date] or by the Company pursuant to Section 7.1(h)(ii) [Breach of No Shop] and (B) (x) a Takeover Proposal has been made to Parent or the Parent Shareholders after the date hereof or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal, (y) such Takeover Proposal or intention to make a Takeover Proposal was publicly disclosed prior to the time of such termination and a Takeover Proposal remained pending as of the date of such termination, and (z) within twelve months after the termination of this Agreement, (1) Parent enters into a definitive agreement for the consummation of a Takeover Proposal or (2) a Takeover Proposal is consummated, then Parent shall not pay, or cause to be obligated paid, to make the Company the Parent Termination Fee within two business days after the consummation of the Takeover Proposal (provided, however, that for purposes of this Section 7.3(a)(ii), the references to “20% or more” in the definition of Takeover Proposal shall be deemed to be references to “more than one 50%”); (iii) by the Company or Parent pursuant to Section 7.1(e) [No Parent Shareholder Approval] or by the Company pursuant to Section 7.1(h)(i) [Parent Recommendation Change] in response to a Parent Intervening Event, then Parent shall pay, or cause to be paid, to the Company the Parent Termination Fee promptly, and in any event not more than two business days following such termination; (iv) by Parent pursuant to Section 7.1(i)(i) [Company Recommendation Change] in response to a Company Intervening Event, then the Company shall pay, or cause to be paid, to Parent the Company Termination Fee promptly, and in any event not more than two business days following such termination; (v) by the Company or Parent pursuant to Section 7.1(d) [No Company Shareholder Approval], or by Parent pursuant to Section 7.1(g) [Company Breach of Representations and Covenants], then the Company shall pay, or cause to be paid, to Parent the Expense Reimbursement Amount promptly, and in any event not more than two business days following such termination; provided that the payment by the Company of the Expense Reimbursement Amount pursuant to this Section 11.03(a).7.3(a)(v) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee under Section 7.3 except to the extent indicated in such section; provided further that, to the extent a Company Termination Fee becomes payable, any payment previously made pursuant to this Section 7.3(a)(v) shall be credited against such obligation of the Company to pay the Company Termination Fee; (bvi) If by the Company pursuant to Section 7.1(f) [Parent/Merger Sub Breach of Representations and Covenants], then Parent shall pay, or cause to be paid, to the Company the Expense Reimbursement Amount promptly, and in any event not more than two business days following such termination; provided that the payment by Parent of the Expense Reimbursement Amount pursuant to this Section 7.3(a)(vi) shall not relieve the Company of any subsequent obligation to pay the Parent Termination Fee under Section 7.3 except to the extent indicated in such section; provided further that, to the extent a Parent Termination Fee is payable becomes payable, any payment previously made pursuant to this Section 11.03(a7.3(a)(vi) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where shall be credited against such obligation of the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of pay the Parent Termination Fee, if a Parent Termination Fee is payable ; (vii) by the Company pursuant to Section 11.03(a7.1(j) [Company Superior Proposal], concurrently with, and as a condition to, such termination, the Company shall pay or cause to be paid to Parent the Company Termination Fee; or (iiviii) if this Agreement is terminated by Parent pursuant to Section 11.01(b)(ii7.1(k) [Parent Superior Proposal], concurrently with, and as a condition to, such termination, Parent shall pay or pursuant cause to Section 11.01(b)(i) in circumstances where be paid to the Company the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)Termination Fee.

Termination Fees. (a) If: (i) Weyerhaeuser terminates If this Agreement is validly terminated by the Company pursuant to Section 11.01(c)(ii); or 10.01(d)(i) (iiSuperior Proposal) either or by Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A10.01(c)(i)(A) (1) Adverse Recommendation Change), then the Company shall pay or cause to be paid to Parent in immediately available funds the Termination Fee in the case of a termination of this Agreement pursuant to Section 11.01(b)(i)by Parent, a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or within two (2) Business Days after such termination and, in the case of a termination by the Company, immediately before or concurrently with, and as a condition to, such termination; provided, however, that notwithstanding anything to the contrary herein, no such Termination Fee need be paid until Parent delivers written notice to the Company identifying the account(s) to which the Termination Fee shall be paid. (ii) If, prior to receipt of the Company Shareholder Approval, (A) this Agreement is validly terminated by Parent or the Company pursuant to (1) Section 10.01(b)(i) (End Date), (2) Section 10.01(b)(iii) (Company No Vote), (3) Section 10.01(c)(i)(B) (Material Breach of No-Shop) or (4) Section 10.01(c)(ii) (Material Breach), (B) after the date of this Agreement pursuant and prior to Section 11.01(b)(ii)the date of such termination of this Agreement in accordance with ARTICLE 10, a Parent an Acquisition Proposal has shall have been made that is either to the Board of Directors or the Special Committee or publicly submitted, publicly proposed, publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days communicated prior to the vote date of the holders of Parent Common Stock and termination (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause pursuant to Section 10.01(b)(i) (iEnd Date), within five Business Days after written notice Section 10.01(c)(i)(B) (Material Breach of termination by Weyerhaeuser No-Shop) or Section 10.01(c)(ii) (yMaterial Breach)) or the date of the Company Shareholder Meeting (in the case of a termination specified pursuant to Section 10.01(b)(iii) (Company No Vote)) and (C) within twelve (12) months after the date of such termination, the Company or one or more of its Subsidiaries enters into a definitive agreement in clause respect of any Acquisition Proposal or any Acquisition Proposal is consummated (iiprovided that for purposes of this Section 11.04(b)(ii), at each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay or prior cause to be paid to Parent in immediately available funds, concurrently with the earlier of the entering into execution or consummation of such Acquisition Proposal, the Termination Fee (subject to the reduction of the agreement and Termination Fee by the consummation amount of the transaction referred Expense Reimbursement in accordance with Section 11.04(a)). In no event shall Parent be entitled to therein. Parent shall not be obligated to make receive more than one payment pursuant to this Section 11.03(a). (b) If a Parent of the Termination Fee is payable pursuant to (or more than one payment of the Expense Reimbursement, with any such payment being netted against the Termination Fee as contemplated by Section 11.03(a11.04(a)) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)Agreement.

Termination Fees. (a) IfIn the event that: (i) Weyerhaeuser terminates this Agreement is terminated by either Parent or the Company pursuant to Section 11.01(c)(ii8.01(b)(i); or , (iiw) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Company Stockholder Approval has not been obtained at obtained, (x) after the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination date of this Agreement and prior to the Company Stockholders Meeting, a Company Competing Proposal shall have been made public (or any person shall have publicly announced a bona fide intention, whether or not conditional, to make a Company Competing Proposal) and such Company Competing Proposal is not withdrawn prior to the date of such termination and (y) within twelve months after the date of such termination, the Company shall have reached a definitive agreement to consummate, shall have consummated, or its Board of Directors shall have recommended to the Company’s stockholders, a Company Takeover Transaction, then on the date of such consummation, the execution of such definitive agreement or such recommendation, whichever is earlier, the Company shall pay Parent a fee equal to $44,600,000 (the “Company Termination Fee”) by wire transfer of immediately available funds to a bank account designated to the Company by Parent; (ii) this Agreement is terminated by either Parent or the Company pursuant to Section 11.01(b)(i8.01(b)(iii), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2x) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration Company Stockholders Meeting a Company Competing Proposal shall have been made public (or any person shall have publicly announced a bona fide intention, whether or not conditional, to make a Company Competing Proposal) and such Company Competing Proposal is not withdrawn prior to the taking of 12 the vote at the Company Stockholders Meeting and (y) within twelve months following termination after such termination, the Company shall have reached a definitive agreement to consummate, shall have consummated, or its Board of this AgreementDirectors shall have recommended to the Company’s stockholders, a Company Takeover Transaction, then in any on the date of such case Parent consummation, the execution of such definitive agreement or such recommendation, whichever is earlier, the Company shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Company Termination Fee”) in , by wire transfer of immediately available funds to an a bank account designated to the Company by Weyerhaeuser. Such payment shall be due Parent; (xiii) in the case of a termination specified in clause (ithis Agreement is terminated by Parent pursuant to Section 8.01(e)(i), then the Company shall pay to Parent the Company Termination Fee by wire transfer of immediately available funds to a bank account designated to the Company by Parent, as promptly as reasonably practicable (and, in any event, within five Business Days three business days after written notice the date of such termination); or (iv) this Agreement is terminated by the Company pursuant to Section 8.01(f), then on or prior to, and as a condition precedent to the effectiveness of, such termination by Weyerhaeuser or (y) in the case Company, the Company shall pay to Parent the Company Termination Fee by wire transfer of immediately available funds to a termination specified in clause (ii), at or prior bank account designated to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)Company by Parent. (b) If In the event that a Parent Company Termination Fee is payable pursuant by the Company to Section 11.03(a) or if this Agreement is terminated by either Parent, the Company shall pay to Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior an amount equal to the termination sum of this Agreement Parent’s and Merger Sub’s documented Transaction Expenses by Parent or within five Business Days after written notice wire transfer of termination immediately available funds to a bank account designated to the Company by WeyerhaeuserParent, as promptly as reasonably practicable (and, in any event, within three business days after Parent provides the case may be. Parent Company with an invoice for such amount and related documentation); provided, that in no event shall not the Company be obligated required to pay any amounts reimburse Parent’s and Merger Sub’s Transaction Expenses in excess of $10,000,000 pursuant to this Section 11.03(b)5,000,000 in the aggregate.

Termination Fees. (a) If: (i) Weyerhaeuser terminates If this Agreement is terminated by Parent pursuant to Section 11.01(c)(ii9.01(e); or , then the Company shall pay to Parent (iior a person designated by Parent in writing) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) Company Termination Fee by wire transfer of same-day funds within one (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after Business Day following the date hereof and prior to the expiration of 12 months following such termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser the Company pursuant to Section 11.01(b)(ii9.01(f), then the Company shall pay to Parent (or a person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds, concurrently with, and as a condition to the effectiveness of, such termination of this Agreement. (c) If (i) after the date hereof, a Takeover Proposal shall have become publicly known and not irrevocably withdrawn at least two (2) Business Days prior to the earliest of the date of such termination, the Outside Date and the then-scheduled expiration date of the Offer, (ii) thereafter, this Agreement is terminated (A) by Parent or the Company pursuant to Section 11.01(b)(i9.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained (and at the then-scheduled expiration date of the Offer as of immediately prior to such termination, all Offer Conditions are satisfied (other than (1) the Minimum Tender Condition, (2) any Offer Condition the failure which to be satisfied was principally caused or resulted from the Company’s breach of this Agreement and (3) those Offer Conditions that by their terms are to be satisfied at the Offer Closing, so long as such conditions are capable of being satisfied at such time) or (B) by Parent Stockholders’ Meetingpursuant to Section 9.01(c)(i) (arising from a breach of the Company’s covenants or agreements set forth in this Agreement), then and (iii) within twelve (12) months of such termination, the Company or any of its Subsidiaries enters into a definitive acquisition agreement or similar definitive agreement that provides for any Takeover Proposal, or any Takeover Proposal (regardless of when made) is consummated, then, in any such case, the Company shall pay to Parent (or a person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds on the earlier of the date on which any such definitive agreement is entered into by the Company or any of its Subsidiaries or the date any such transaction is consummated. Solely for purposes of this Section 9.03(c), the term “Takeover Proposal” shall reimburse Weyerhaeuser have the meaning assigned to such term in Section 6.02(a), except that all references to “20%” therein shall be deemed to be references to “50%.” (d) In no event shall the Company be required to pay the Company Termination Fee on more than one occasion, whether or not the Company Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and upon the occurrence of different events. (e) Each of the Company and Parent acknowledges and agrees that the agreements contained in this Section 9.03 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. Notwithstanding anything herein to the contrary, Parent and Merger Sub agree that, upon the termination of this Agreement under circumstances in which the Company Termination Fee is payable by the Company pursuant to this Section 9.03 and the Company pays in full of the Company Termination Fee to Parent (or a person designated by Parent in writing), such Company Termination Fee shall be deemed to be liquidated damages, and not a penalty, payable to Parent and, except in the case of fraud or any willful breach of this Agreement (which fraud or willful breach shall be governed by Section 9.02), receipt of the Company Termination Fee shall constitute the sole and exclusive remedy of Parent, Merger Sub and their respective Affiliates for any and all losses or damages suffered or incurred by Parent, Merger Sub or any of its out-of-pocket expenses actually incurred Affiliates in connection with this Agreement and the Transactions transactions contemplated hereby (including the termination thereof or any matter forming a basis for such termination). Neither Parent, Merger Sub nor any of their respective Affiliates shall be entitled to seek any other remedy, at law or in equity or otherwise, including bringing or maintaining any Action against, or seeking recovery, judgment or damages of any kind from, the Company or any of its Subsidiaries (or any of the former, current and not otherwise reimbursed future holders of any equity interests (other than pursuant to Section 9.14(band in accordance with the Support Agreement). Such reimbursement shall be paid (i) concurrently with payment , controlling persons, directors, officers, employees, Affiliates, Representatives and assignees of each of the Parent Termination FeeCompany and its Subsidiaries), if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if arising out of this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where any of the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to transactions contemplated hereby (including the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as any matters forming the case may bebasis for such termination). Parent shall not be obligated If the Company fails promptly to pay any amounts in excess of $10,000,000 fee or reimburse any amount due pursuant to this Section 11.03(b)9.03, and, in order to obtain such payment, Parent commences an Action that results in an award against the Company for such fee or reimbursement, the Company shall pay to Parent its costs and expenses (including attorneys’ fees) incurred in connection with such Action, 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 published in The Wall Street Journal in effect on the date such payment was required to be made plus 3.0%.

Termination Fees. (a) IfIn the event that this Agreement is terminated: (i) Weyerhaeuser terminates this Agreement by the Company pursuant to Section 11.01(c)(ii7.2(b) (Company Adverse Recommendation Change); or; (ii) either by Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii7.2(a) (Company Adverse Recommendation Change; Fiduciary Out for Superior Proposal; Material Breach of No-Solicitation Covenant; Willful and Material Breach of Covenant to Hold Stockholder Meeting); (iii) (A) by Parent or the Company pursuant to Section 11.01(b)(i7.1(b) in circumstances where the Parent (End Date) or Section 7.1(d) (Company Stockholder Approval has Not Obtained) or by Parent pursuant to Section 7.1(f) (Company Breach), (B) prior to such termination but after the date of this Agreement, a Company Takeover Proposal (substituting “a majority” for the 20% threshold set forth in the definition of “Company Takeover Proposal”) (a “Qualifying Transaction”) shall have been made to the Company or any of its Subsidiaries or publicly announced and, in each case, not been obtained publicly withdrawn on a bona fide basis (and with respect to any termination pursuant to Section 7.1(d), at least ten Business Days prior to the Parent Company Stockholders’ MeetingMeeting (or any adjournment or postponement thereof)), and (AC) at any time on or prior to the 12-month anniversary of such termination, the Company or any of its Subsidiaries consummates any Qualifying Transaction or enters into a definitive agreement with respect to any Qualifying Transaction and such Qualifying Transaction is subsequently consummated, then in any such event the Company shall pay (1or cause to be paid) to Parent the Company Termination Fee in immediately available funds (x) in the case of the foregoing clause (i), concurrently with such termination, (y) in the case of the foregoing clause (ii), within two Business Days after such termination and (z) in the case of the foregoing clause (iii), upon the completion of such Qualifying Transaction. (b) If this Agreement is terminated by the Company pursuant to Section 7.1(d) (Company Stockholder Approval Not Obtained), the Company shall pay to Parent all reasonable and documented out-of-pocket expenses incurred by Parent or Merger Sub in connection with this Agreement and the transactions contemplated by this Agreement, including the Merger up to $1,500,000 (the “Parent Expense Reimbursement”), in immediately available funds. (c) If this Agreement is terminated by the Company pursuant to Section 7.1(g), then Parent shall pay, or cause to be paid, to the Company an amount equal to $17,000,000 (such payment, the “Parent Termination Fee”), in immediately available funds within two Business Days following such termination. (d) Each of the Parties acknowledges that the Company Termination Fee or the Parent Termination Fee and the Parent Expense Reimbursement payable pursuant to Section 7.4(a), Section 7.4(c) and Section 7.4(b), respectively, are not intended to be a penalty but rather are liquidated damages in a reasonable amount that will compensate Parent or the Company, as the case may be, in the circumstances in which such Company Termination Fee or Parent Termination Fee and the Parent Expense Reimbursement, as applicable, is due and payable, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. In no event shall Parent be entitled to payment of the Company Termination Fee and the Parent Expense Reimbursement, or the Company to payment of the Parent Termination Fee, on more than one occasion. (e) The Parties acknowledge that the agreements contained in this Section 7.4 are an integral part of the transactions contemplated hereby, and that, without these agreements, the Parties would not have entered into this Agreement. Accordingly, if the Company fails to pay in a timely manner the Company Termination Fee or the Parent Expense Reimbursement, or Parent fails to pay in a timely manner the Parent Termination Fee, then the Company shall pay to Parent or Parent shall pay to the Company, as applicable, its reasonable and documented costs and expenses (including reasonable attorneys’ fees) in connection with any Proceeding commenced by Parent or Merger Sub or the Company, as applicable, that results in a judgment against the Company for the Company Termination Fee or the Parent Expense Reimbursement or against Parent for the Parent Termination Fee (as applicable), together with interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 2% per annum. (f) Notwithstanding anything to the contrary set forth in this Agreement, but subject to (A) the Company’s rights under Section 8.5, and (B) the Company’s rights as a third party beneficiary of the Subscription Agreement pursuant to Section 9.20 of the Subscription Agreement, and except for (i) any liabilities or obligations arising under the Confidentiality Agreements, and (ii) any liabilities or obligations arising under any of the provisions of this Agreement that explicitly survive the termination of this Agreement pursuant to Section 11.01(b)(i7.3 (collectively, the “Retained Liabilities”), a each of the Parties expressly acknowledges and agrees that (x) the Company’s right to terminate this Agreement and the payment of the Parent Acquisition Proposal has been Termination Fee in full pursuant to Section 7.4(c), as applicable, shall constitute the sole and exclusive remedy of the Company and its Subsidiaries and their respective Affiliates and any of its or their respective former, current or future general or limited partners, stockholders, equityholders, members, managers, directors, officers, other employees, agents or Affiliates (collectively, the “Company Related Parties”) against Parent, the Investors, Merger Sub, any other potential debt or equity financing source and any of their respective former, current or future general or limited partners, stockholders, equityholders, members, managers, directors, officers, employees, agents or Affiliates or any former, current or future general or limited partner, stockholder, equityholder, member, manager, director, officer, other employee, agent or Affiliate of any of the foregoing, (collectively, the “Parent Related Parties”) for all losses and damages in respect of this Agreement (or the termination thereof) or the transactions contemplated by this Agreement (or the failure of such transactions to occur for any reason or for no reason) or any breach (whether willful, intentional, unilateral or otherwise, including, for the avoidance of doubt, any Willful and Material Breach) of any covenant or agreement or otherwise in respect of this Agreement or any oral representation made prior or alleged to be made in connection herewith, and (y) upon the payment of the Parent Termination Fee to the Parent Stockholders’ Meeting and not withdrawn more than five days prior Company pursuant to the vote of the holders of Parent Common Stock or (2Section 7.4(c) in the case of following a termination of this Agreement by the Company pursuant to Section 11.01(b)(ii7.1(g), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior (A) subject to or at Section 8.5 and except for the time Retained Liabilities, none of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior Related Parties shall have any further Liability to the vote any of the holders Company Related Parties relating to or arising out of this Agreement, the Parent Common Stock Funding or the transactions contemplated hereby and (B) Parent enters into an agreement subject to Section 8.5 and except for the Retained Liabilities, none of the Company, its Subsidiaries nor any other Company Related Party shall seek to recover any other damages or seek any other remedy, whether based on a claim at law or in equity, in contract, tort or otherwise, with respect to any Parent Acquisition Proposal, losses or damages suffered in connection with this Agreement or the transactions contemplated hereby or any oral representation made or alleged to be made in connection herewith. Subject to Section 8.5 and except for the Retained Liabilities, in no event shall Parent Acquisition Proposal is consummated, after the date hereof and prior or Merger Sub be subject to (nor shall any Company Related Party seek to recover) monetary damages in excess of an amount equal to the expiration Parent Termination Fee, in the aggregate, for any losses or other Liabilities arising out of 12 months or in connection with breaches by Parent or Merger Sub of its representations, warranties, covenants and agreements contained in this Agreement or arising from any claim or cause of action that any Company Related Party may have, including for a failure of the Closing to occur in breach of Section 1.2 or in respect of any oral representation made or alleged to be made in connection herewith or therewith. (g) While the Company may pursue both a grant of specific performance or other equitable relief pursuant to Section 8.5(c) to cause the Closing to occur and, following termination of this Agreement, then in any such case the payment of the Parent Termination Fee under Section 7.4(c), under no circumstances shall pay the Company be permitted or entitled to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser receive both a grant of specific performance or other equitable relief pursuant to Section 11.03(b)8.5(c) to cause the Closing to occur (so long as the “Parent Termination Fee”Closing shall actually thereafter occur) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a7.4(c) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and or any termination of this Agreement. Notwithstanding anything to the Transactions and not otherwise reimbursed contrary set forth herein, but subject to the immediately preceding sentence, nothing herein shall limit the Company’s right to receive the Parent Termination Fee pursuant to Section 9.14(b). Such reimbursement shall be paid 7.4(c) notwithstanding that the Company has sought (ibut was not granted) concurrently with payment of specific performance or injunctive relief to cause the Closing to occur pursuant to Section 8.5(c) and the fact that the Company is entitled to receive the Parent Termination Fee, if a Parent Termination Fee is payable under Section 7.4(c) shall not limit the Company’s rights to specific performance or injunctive relief to cause the Closing to occur pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b8.5(c).

Termination Fees. (a) IfGMIN shall be entitled to a fee of $31,200,000 (the “Reunion Gold Termination Fee”) upon the occurrence of any of the following events (each, a “Reunion Gold Termination Fee Event”) which shall be paid by Reunion Gold to GMIN within the time specified below in respect of each such Reunion Gold Termination Fee Event: (i) Weyerhaeuser terminates this Agreement is terminated by GMIN pursuant to Section 11.01(c)(ii); or8.2(d)(i) [Reunion Gold Change in Recommendation], in which case the Reunion Gold Termination Fee shall be paid on or prior to the first Business Day following such termination; (ii) either Parent or Weyerhaeuser terminates this Agreement is terminated by either Principal Party pursuant to Section 11.01(b)(ii8.2(b)(iii) [No Reunion Gold Securityholder Approval] or pursuant to Section 11.01(b)(i8.2(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting[Outside Date], and (A) (1) but only if, in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or 8.3(a)(ii): (2A) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after following the date hereof and prior to the expiration earlier of the termination of this Agreement or the holding of the Reunion Gold Meeting, an Acquisition Proposal with respect to Reunion Gold shall have been publicly announced or otherwise publicly disclosed by any Person (other than GMIN and its subsidiaries); (B) such Acquisition Proposal has not expired or been publicly withdrawn at least five (5) Business Days prior to the Reunion Gold Meeting; and (C) within 12 months following termination the date of such termination, (1) an Acquisition Proposal is consummated by Reunion Gold (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (A) above) or (2) Reunion Gold and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Reunion Gold Board approves or recommends, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above) and at any time thereafter, such Acquisition Proposal is later consummated (whether or not within 12 months after such termination); provided, however, that for the purposes of this AgreementSection 8.3(a)(ii), then all references to “20%” in any the definition of Acquisition Proposal shall be changed to “50%”; and in which case the Reunion Gold Termination Fee shall be payable on or prior to the consummation of the applicable transaction referred to therein; or (iii) this Agreement is otherwise validly terminated by either GMIN or Reunion Gold, as applicable, pursuant to Sections 8.2(b)(i), 8.2(b)(iii), 8.2(d)(ii) or 8.2(d)(iii), if at such case Parent shall pay time GMIN is entitled to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser terminate this Agreement pursuant to Section 11.03(b)8.2(d)(i) [Reunion Gold Change in Recommendation], in which case the Reunion Gold Termination Fee shall be paid on or prior to the third Business Day following such termination. (b) Reunion Gold shall be entitled to a fee of $31,200,000 (the “Parent GMIN Termination Fee”) upon the occurrence of any of the following events (each, a “GMIN Termination Fee Event”) which shall be paid by GMIN to Reunion Gold within the time specified below in respect of each such GMIN Termination Fee Event: (i) this Agreement is terminated by Reunion Gold pursuant to Section 8.2(c)(i) [GMIN Change in Recommendation], in which case the GMIN Termination Fee shall be paid on or prior to the first Business Day following such termination; (ii) this Agreement is terminated by either Principal Party pursuant to Section 8.2(b)(iv) [No GMIN Shareholder Approval] or Section 8.2(b)(i) [Outside Date], but only if, in the case of this Section 8.3(b)(ii): (A) following the date hereof and prior to the earlier of the termination of this Agreement or the holding of the GMIN Meeting, an Acquisition Proposal with respect to GMIN shall have been publicly announced or otherwise publicly disclosed by any Person (other than Reunion Gold and its subsidiaries); (B) such Acquisition Proposal has not expired or been publicly withdrawn at least five (5) Business Days prior to the GMIN Meeting; and (C) within 12 months following the date of such termination, (1) an Acquisition Proposal is consummated by GMIN (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (A) above) or (2) GMIN and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the GMIN Board approves or recommends, an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above) and at any time thereafter, such Acquisition Proposal is later consummated (whether or not within 12 months after such termination); provided, however, that for the purposes of this Section 8.3(b)(ii), all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”; and in which case the Reunion Gold Termination Fee shall be payable on or prior to the consummation of the applicable transaction referred to therein; or (iii) this Agreement is otherwise validly terminated by either GMIN or Reunion Gold, as applicable pursuant to Sections 8.2(b)(i), 8.2(b)(iv), 8.2(c)(ii) or 8.2(c)(iii), if at such time Reunion Gold is entitled to terminate this Agreement pursuant to Section 8.2(c)(i) [GMIN Change in Recommendation], in which case the GMIN Termination Fee shall be paid on or prior to the third Business Day following such termination. (c) The Reunion Gold Termination Fee and the GMIN Termination Fee shall be payable by the applicable Party to the other Party by wire transfer in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination writing by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to Party receiving the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)payment. (bd) If a Parent For greater certainty, only one Reunion Gold Termination Fee is payable pursuant to by Reunion Gold and only one GMIN Termination Fee is payable by GMIN. (e) Each of the Parties acknowledges that the agreements contained in this Section 11.03(a) or if 8.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Reunion Gold Termination Fee or the GMIN Termination Fee, as applicable, (i) is terminated a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to Arrangement in the circumstances in which the Reunion Gold Termination Fee or the GMIN Termination Fee, as applicable, is payable, (ii) represents consideration for the disposition by either Parent the payee of its rights under this Agreement, and (iii) is not a payment for lost profits or Weyerhaeuser pursuant a penalty, and that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to Section 11.01(b)(ii) raise as a defense that any such liquidated damages are excessive or pursuant to Section 11.01(b)(i) in punitive. Each of the Parties hereby acknowledges and agrees that, upon termination of this Agreement under circumstances where a Party is entitled to the Parent Stockholder Approval has Reunion Gold Termination Fee or the GMIN Termination Fee and such termination fee is paid in full, the Party receiving the applicable termination fee shall be precluded from any other remedy against the other Parties at law or in equity or otherwise (including an order for specific performance), and shall not been obtained at seek to obtain any recovery, judgement, or damages of any kind, including consequential, indirect, or punitive damages, against the Parent Stockholders’ Meetingother Parties or any of its subsidiaries or any of their respective directors, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby; provided that the foregoing limitation does not apply in the event of fraud or a wilful and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination intention breach of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeusera Party. Subject to the immediately preceding sentence, as the case may be. Parent shall not be obligated to pay any amounts nothing in excess of $10,000,000 pursuant to this Section 11.03(b)8.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specified performance of any such covenants or agreements, and any requirement for security or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.

Termination Fees. (a) If: (i) Weyerhaeuser terminates In the event that this Agreement is terminated by Parent pursuant to Section 11.01(c)(ii9.01(b)(ii) (Company Non-Solicitation Breach; Company Adverse Recommendation Change); or, then the Company shall pay the Company Termination Fee to Parent in cash by wire transfer of immediately available funds within two (2) Business Days following such termination; (iib) either Parent or Weyerhaeuser terminates In the event that this Agreement is terminated by the Company pursuant to Section 11.01(b)(ii9.01(c)(ii) or (Company Superior Proposal), then the Company shall pay the Company Termination Fee to Parent in cash by wire transfer of immediately available funds concurrently with such termination and any purported termination pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A9.01(c)(ii) (1Company Superior Proposal) in shall be of no force or effect until such payment is made. (c) In the case of a termination of event that this Agreement is terminated by Parent or the Company pursuant to Section 11.01(b)(i9.01(d)(iii) (Company Stockholder Approval), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of termination the Company Board or any committee thereof has not made a Company Adverse Recommendation Change, then the Company shall pay the Company Termination Fee to Parent Stockholders’ Meeting and that is in cash by wire transfer of immediately available funds not withdrawn more later than five days prior two (2) Business Days following such termination. (d) Subject to clause (b) of Section 9.02, Parent’s right to receive the vote one-time payment of the holders Company Termination Fee from the Company as provided in this Section 9.03 shall be the sole and exclusive remedy available to Parent or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives against the Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the Contemplated Transactions in the event that this Agreement is terminated and Parent Common Stock and receives the Company Termination Fee in accordance with Section 9.03, and, upon such payment of the Company Termination Fee, (Bi) in no event may Parent enters into an agreement or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives seek to recover any other money damages or seek any other remedy based on a claim in Law or equity with respect to any Parent Acquisition Proposalloss suffered, directly or any Parent Acquisition Proposal is indirectly, as a result of the failure of the Merger to be consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay Liabilities or obligations arising under this Agreement, or any claims or actions arising out of or relating to Weyerhaeuser $20,000,000any breach, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case termination or failure of a termination specified in clause (i)or under this Agreement, within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause and (ii), at or prior to the earlier ) none of the entering into Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further Liability relating to or arising out of this Agreement or the Contemplated Transactions other than in respect of the agreement Surviving Provisions, the Confidentiality Agreement and the consummation Clean Team Agreement. For the avoidance of doubt, Parent may seek specific performance to cause the Company to consummate the Contemplated Transactions in accordance with Section 10.12 or the payment of the transaction referred to therein. Parent shall not be obligated to make more than one payment Company Termination Fee or any unpaid portion thereof pursuant to this Section 11.03(a)9.03, but in no event shall Parent be entitled to both (x) equitable relief ordering the Company to consummate the Contemplated Transactions in accordance with Section 10.12 and (y) the payment of the Company Termination Fee pursuant to this Section 9.03. For the avoidance of doubt, under no circumstance shall the Company be required to pay the Company Termination Fee on more than one occasion. (be) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if In the event that this Agreement is terminated by either Parent or Weyerhaeuser the Company pursuant to Section 11.01(b)(ii9.01(c)(iii) or pursuant to Section 11.01(b)(i) in circumstances where the (Parent Stockholder Approval has not been obtained at the Non-Solicitation; Parent Stockholders’ MeetingAdverse Recommendation Change), then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred pay the Parent Termination Fee to the Company in connection with cash by wire transfer of immediately available funds within two (2) Business Days following such termination. (f) In the event that this Agreement and the Transactions and not otherwise reimbursed is terminated by Parent pursuant to Section 9.14(b9.01(b)(iii) (Parent Superior Proposal). Such reimbursement , then Parent shall pay the Parent Termination Fee to the Company in cash by wire transfer of immediately available funds concurrently with such termination and any purported termination pursuant to Section 9.01(b)(iii) (Parent Superior Proposal) shall be paid of no force or effect until such payment is made. (ig) concurrently with In the event that this Agreement is terminated by Parent or the Company pursuant to Section 9.01(d)(iv) (Parent Stockholder Approval), then Parent shall pay the Parent Termination Fee to the Company in cash by wire transfer of immediately available funds not later than two (2) Business Days following such termination. (h) Subject to clause (b) of Section 9.02, the Company’s right to receive the one-time payment of the Parent Termination FeeFee from Parent as provided in this Section 9.03 shall be the sole and exclusive remedy available to the Company or any of its former, if a current or future equityholders, directors, officers, Affiliates, agents or Representatives against Parent Termination Fee is payable pursuant or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to Section 11.03(a) or (ii) if this Agreement and the Contemplated Transactions in the event that this Agreement is terminated and the Company receives the Parent Termination Fee in accordance with this Section 9.03, and, upon such payment of the Parent Termination Fee (i) in no event may the Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives seek to recover any other money damages or seek any other remedy based on a claim in Law or equity with respect to any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, the termination of this Agreement, any Liabilities or obligations arising under this Agreement, or any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (ii) none of Parent or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further Liability relating to or arising out of this Agreement or the Contemplated Transactions other than in respect of the Surviving Provisions, the Confidentiality Agreement and the Clean Team Agreement. For the avoidance of doubt, the Company may seek specific performance to cause Parent to consummate the Contemplated Transactions in accordance with Section 10.12 or the payment of the Parent Termination Fee pursuant to this Section 9.03, but in no event shall the Company be entitled to both (x) equitable relief ordering Parent to consummate the Contemplated Transactions in accordance with Section 10.12 and (y) the payment of the Parent Termination Fee pursuant to this Section 9.03. For the avoidance of doubt, under no circumstance shall Parent be required to pay the Parent Termination Fee on more than one occasion. (i) As used in this Agreement, “Company Termination Fee” shall mean $120,000,000 (one hundred and twenty million dollars); provided, however, that (i) in the event the Company Termination Fee becomes payable as a result of the termination of this Agreement (x) by the Company during the Window Shop Period pursuant to Section 11.01(b)(ii9.03(b) in order to enter into a definitive agreement with respect to a Company Superior Proposal by a Company Excluded Party, or (y) by Parent pursuant to Section 11.01(b)(i9.03(a) in circumstances where response to a Company Adverse Recommendation Change effected during the Parent Stockholder Approval has not been obtained at Window Shop Period in compliance with Section 7.04(b) with respect to a Company Superior Proposal by a Company Excluded Party then, in the Parent Stockholders’ Meetingcase of either of the immediately preceding clauses (x) or (y), prior to the Company Termination Fee shall mean $75,000,000 (seventy five million dollars); and (ii) in the event the Company Termination Fee becomes payable as a result of the termination of this Agreement by either Party pursuant to Section 9.01(d)(iii) (Company Stockholder Approval) and no Company Adverse Change Recommendation shall have occurred prior to such termination in accordance with Section 7.04(b) or Section 7.04(c), the Company Termination Fee shall mean $60,000,000 (sixty million dollars). (j) As used in this Agreement, “Parent Termination Fee” shall mean $120,000,000 (one hundred and twenty million dollars); provided, however, that (i) in the event the Parent Termination Fee becomes payable as a result of the termination of this Agreement (x) by Parent during the Window Shop Period pursuant to Section 9.03(f) in order to enter into a definitive agreement with respect to a Parent Superior Proposal by a Parent Excluded Party, (y) by the Company pursuant to Section 9.03(e) in response to a Parent Adverse Recommendation Change effected during the Window Shop Period in compliance with Section 7.06(a) with respect to a Parent Superior Proposal by a Parent Excluded Party or within five Business Days after written notice of (z) by either Party pursuant to Section 9.01(d)(iv) (Parent Stockholder Approval) and prior to such termination a Parent Adverse Recommendation Change shall have occurred during the Window Shop Period in response to a Parent Superior Proposal by Weyerhaeuserthe applicable Parent Excluded Party in compliance with Section 7.06(a), as then, in the case may be. of each of the immediately preceding clauses (x), (y) or (z), the Parent Termination Fee shall not be obligated to pay any amounts in excess of mean $10,000,000 pursuant to this Section 11.03(b75,000,000 (seventy five million dollars).

Termination Fees. (a) If: If this Agreement is terminated by Purchaser pursuant to Section 8.1(h), then Seller shall pay an amount equal to the lesser of (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or $1,000,000 and (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant the aggregate of the amount of Purchaser’s reasonable and documented out-of-pocket fees and expenses relating to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meetingevaluation, negotiation and (A) (1) in the case of a termination execution of this Agreement and the amount that Purchaser is obligated to pay or reimburse to the Financing Sources pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) Commitments (the “Parent Termination Fee”) to Purchaser in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due within two (x2) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)such termination. (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser Seller pursuant to Section 11.01(b)(ii8.1(g), then Seller shall pay the Termination Fee to Purchaser in immediately available funds substantially concurrently with such termination. (c) If (i) after the date of this Agreement, an Acquisition Proposal shall have been publicly made or announced (and such Acquisition Proposal is not withdrawn on or prior to the date that is two (2) Business Days prior to the date of the Special Meeting), (ii) thereafter, this Agreement is terminated by Purchaser or Seller pursuant to Section 11.01(b)(i8.1(b) in or by Purchaser pursuant to Section 8.1(e) and (iii) concurrently with or up to the date that is six (6) months after such termination, Seller enters into a definitive agreement with respect to such Acquisition Proposal which is thereafter consummated, then Seller shall pay to Purchaser the Termination Fee by wire transfer of same-day funds substantially concurrently with the consummation of such Acquisition Proposal. (d) In no event shall Seller be required to pay the Termination Fee on more than one occasion. Purchaser agrees that, upon any termination of this Agreement under circumstances where the Parent Stockholder Approval has Termination Fee is payable by Seller pursuant to this Section and such Termination Fee is paid in full, Purchaser shall be precluded from any other remedy against Seller or the Acquired Company, at law or in equity or otherwise, and Purchaser shall not been obtained at seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against Seller, the Parent Stockholders’ MeetingAcquired Company or any of their respective subsidiaries or any of their respective directors, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred officers, employees, partners, managers, members, shareholders or Affiliates or their respective representatives in connection with this Agreement or the transactions contemplated hereby. If Seller is obligated to, and does pay, the Transactions and not otherwise reimbursed Expense Reimbursement pursuant to Section 9.14(b). Such reimbursement 8.5, in no event shall be paid (i) concurrently with payment of Seller ever have to pay the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b).

Termination Fees. (a) If: If (i) Weyerhaeuser terminates this Agreement pursuant the public announcement of the satisfaction of all conditions to Section 11.01(c)(ii); or the Offer has not occurred by the Termination Date, (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof an Acquisition Proposal with respect to Xxxxxx was made or renewed and not withdrawn prior to the expiration of Termination Date, and (iii) within 12 months following termination of this Agreementthe Termination Date an Acquisition Transaction with respect to Xxxxxx is consummated or a definitive agreement for an Acquisition Transaction with respect to Xxxxxx is entered into and subsequently consummated, then in any such case Parent Xxxxxx shall pay to Weyerhaeuser Intentia a termination fee of Fourteen Xxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)14,250,000) in cash (the “Parent Xxxxxx Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If (i) the public announcement of the satisfaction or waiver of all conditions to the Offer has not occurred by the Termination Date, (ii) after the date hereof an Acquisition Proposal with respect to Intentia was made or renewed and not withdrawn prior to the Termination Date, and (iii) within 12 months following Termination Date an Acquisition Transaction with respect to Intentia is consummated or a Parent definitive agreement for an Acquisition Transaction with respect to Intentia is entered into and subsequently consummated, Intentia shall pay to Xxxxxx a termination fee of Five Million Four Hundred Thousand United States Dollars ($5,400,000) in cash (the “Intentia Termination Fee Fee”). (c) If (i) condition 1 as set forth in the Press Announcement has not been satisfied by the expiration of the period for acceptance of the Offer contained in the Offer Document, as such period may be extended by Xxxxxx, pursuant to the terms hereof, in accordance with the Takeover Rules, irrespective of whether any other conditions of the Offer are satisfied or not satisfied, (ii) after the date hereof an Acquisition Proposal with respect to Intentia was made or renewed and not withdrawn prior to the expiration of the acceptance period, and (iii) within 12 months following the expiration of the Acceptance Period an Acquisition Transaction with respect to Intentia is payable consummated or a definitive agreement for an Acquisition Transaction with respect to Intentia is entered into and subsequently consummated, Intentia shall pay to Xxxxxx the Intentia Termination Fee. (d) If (i) the Xxxxxx Special Meeting shall have been held and completed and the Stockholder Approval shall not have been obtained, (ii) after the date hereof an Acquisition Proposal with respect to Xxxxxx was made or renewed and not withdrawn prior to the Xxxxxx Special Meeting at which the Stockholder Approval shall not have been obtained, and (iii) within 12 months following the date on which the Xxxxxx Special Meeting is held an Acquisition Transaction with respect to Xxxxxx is consummated or a definitive agreement for an Acquisition Transaction with respect to Xxxxxx is entered into and subsequently consummated, Xxxxxx shall pay to Intentia the Xxxxxx Termination Fee. (e) If there has been a Intentia Change in Recommendation, which is not permitted pursuant to Section 11.03(a2.1(b)(2), or Intentia has breached in any material respect its obligations under Paragraph 2.1 above, Intentia shall pay to Xxxxxx the Intentia Termination Fee. (f) If there has been a Xxxxxx Change in Recommendation or if this Agreement is terminated by Xxxxxx has breached in any material respect its obligations under Paragraph 2.2 above, Xxxxxx shall pay to Intentia the Xxxxxx Termination Fee. (g) In no event shall either Parent or Weyerhaeuser pursuant party be required to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b)pay a termination fee more than once. Such reimbursement shall be paid (i) concurrently with Any payment of the Parent Termination Fee, if a Parent Xxxxxx Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 Intentia Termination Fee pursuant to this Paragraph 4 shall be made within one Business Day after such amount becomes payable by wire transfer of immediately available funds. (h) For purposes of this Section 11.03(b)4.3, the definition of Acquisition Transaction shall be the same as that set forth in Section 2.1(c) except that the references to each of 15 and 20 percent shall be increased in all three instances to 50 percent.

Termination Fees. (a) If: (i) Weyerhaeuser terminates If this Agreement is terminated by the Company pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i7.1(g), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent Company shall pay to Weyerhaeuser Parent a fee equal to $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) 8,350,000 in cash (the “Parent "Termination Fee”") in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in on the case of a termination specified in clause (i), within five Business Days after written notice of same business day as such termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)Company. (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii7.1(h), the Company shall pay to Parent the Termination Fee no later than two (2) or pursuant to Section 11.01(b)(ibusiness days after such termination by Parent. (c) Notwithstanding any provision in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and to the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid contrary, if (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement, any Alternative Proposal (substituting 50% for the 25% threshold set forth in the definition of "Alternative Proposal") (a "Qualifying Transaction") is publicly proposed, publicly disclosed or otherwise proposed to the Company, (ii) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b) or 7.1(d) or by Parent pursuant to Section 7.1(f) and (iii) concurrently with or within five Business Days twelve (12) months after written notice such termination, a Qualifying Transaction is consummated or any definitive agreement providing for a Qualifying Transaction shall have been entered into, and such Qualifying Transaction is subsequently consummated, then in any such event the Company shall pay to Parent the Termination Fee upon consummation of termination by Weyerhaeusersuch Qualifying Transaction. (d) Upon payment of the Termination Fee in accordance with this Section 7.2, as the case may be. Company shall have no further liability with respect to this Agreement or the transactions contemplated hereby to Parent or its stockholders (provided that nothing herein shall not release any party from liability for intentional breach or fraud), it being understood that in no event shall the Company be obligated required to pay any amounts the fee referred to in excess this Section 7.2 on more than one occasion. (e) Each of $10,000,000 the parties acknowledges 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, the parties would not enter into this Agreement. If the Company shall fail to pay the Termination Fee payable under Section 7.2 when due, the Company shall reimburse Parent for all reasonable costs and expenses actually incurred or accrued by Parent (including reasonable fees and expenses of counsel) in connection with the collection under and enforcement of this Section 7.2 together with interest on the amount of the Termination Fee from the date such payment was required to be made until the date of payment at the prime rate of Citibank N.A. in effect on the date such payment was required to be made. (f) Any payment made pursuant to this Section 11.03(b)7.2 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.

Termination Fees. (a) If: In the event that (i) Weyerhaeuser terminates an Acquisition Proposal with respect to Company shall have been communicated to or otherwise made known to the stockholders, senior management or board of directors of Company, or any Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to Company after the date of this Agreement, (ii) thereafter this Agreement is terminated (A) by Company or Parent pursuant to Section 11.01(c)(ii); or 8.1(b) (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where if the Parent Company Stockholder Approval has not theretofore been obtained at the obtained), (B) by Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a 8.1(e) or (C) by Company or Parent Acquisition Proposal has been made pursuant to Section 8.1 (g) and (iii) prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to date that is fifteen (15) months after the vote date of such termination Company consummates an Alternative Transaction or enters into an Acquisition Agreement, then Company shall on the earlier of the holders date an Alternative Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Parent a fee equal to $14,900,000 (the “Company Termination Fee”) by wire transfer of Parent Common Stock or immediately available funds. (2b) in In the case of a termination of event this Agreement is terminated by Parent pursuant to Section 11.01(b)(ii8.1(f), a then Company shall, on the date of termination, pay Parent the Company Termination Fee by wire transfer of immediately available funds. (c) In the event that (i) an Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposalshall have been communicated to or otherwise made known to the shareholders, senior management or board of directors of Parent, or any Parent Person shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal is consummated, with respect to Parent after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case (ii) thereafter this Agreement is terminated (A) by Company or Parent shall pay pursuant to Weyerhaeuser $20,000,000Sections 8.1(b) (if the Parent Shareholder Approval has not theretofore been obtained), less any amounts paid (B) by Parent to Weyerhaeuser Company pursuant to Section 11.03(b)8.1(d) or (C) by Company or Parent pursuant to Section 8.1(i) and (iii) prior to the date that is fifteen (15) months after the date of such termination Parent consummates an Alternative Transaction or enters into an Acquisition Agreement, then Parent shall on the earlier of the date an Alternative Transaction is consummated or any such Acquisition Agreement is entered into, as applicable, pay Company a fee equal to $14,900,000 (the “Parent Termination Fee”) in by wire transfer of immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)funds. (bd) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if In the event this Agreement is terminated by either Parent or Weyerhaeuser Company pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting8.1(h), then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and shall, on the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment date of termination, pay Company the Parent Termination FeeFee by wire transfer of immediately available funds. (e) Each of Company and Parent acknowledges that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Company, respectively would not enter into this Agreement; accordingly, if a Parent Termination Fee is payable pursuant to Section 11.03(a) Company or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by WeyerhaeuserParent, as the case may be. Parent shall not be obligated applicable, fails promptly to pay any amounts in excess of $10,000,000 the amount due pursuant to this Section 11.03(b)8.3, and, in order to obtain such payment, Parent or Company, as applicable commences a suit which results in a judgment against Company or Parent, as applicable, for the fee set forth in this Section 8.3, Company or Parent, as applicable, shall pay to the other party its fees and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the amount of the fee at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment was required to be made plus 300 basis points.

Termination Fees. (a) If: (i) Weyerhaeuser terminates If this Agreement is terminated by Parent pursuant to Section 11.01(c)(ii); or (ii10.01(c)(i) either Parent or Weyerhaeuser terminates this Agreement by the Company pursuant to Section 11.01(b)(ii) or pursuant 10.01(d)(i), then the Company shall pay to Section 11.01(b)(i) Parent in circumstances where immediately available funds $4,200,000 (the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting“Termination Fee”), and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i)by Parent, a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) within two Business Days after such termination and, in the case of a termination of this Agreement pursuant by the Company, contemporaneously with and as a condition to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)termination. (bii) If a Parent Termination Fee is payable pursuant to Section 11.03(a(A) or if this Agreement is terminated by either Parent or Weyerhaeuser the Company pursuant to Section 11.01(b)(ii) or 10.01(b)(i), by Parent pursuant to Section 11.01(b)(i10.01(b)(iii), or by Parent pursuant to Section 10.01(c)(ii), (B) in circumstances where after the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise communicated to the Transactions Board of Directors or directly to its shareholders generally and not otherwise reimbursed withdrawn and (C) within 12 months following the date of such termination, (1) an Acquisition Proposal shall have been consummated or (2) the Company shall have entered into a definitive Contract with respect to an Acquisition Proposal or recommended to its shareholders an Acquisition Proposal and, during or subsequent to such 12-month period, that Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), each reference to “15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay to Parent in immediately available funds, concurrently with the consummation of that Acquisition Proposal as described in clause (C), the Termination Fee less the Parent Expenses (to the extent, if any, previously paid pursuant to Section 9.14(b11.04(b)(iv). Such reimbursement shall be paid ). (iiii) concurrently with The payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior shall be a precondition to the effectiveness of any termination of this Agreement by the Company pursuant to Section 10.01(d)(i). (iv) If this Agreement is terminated by the Company pursuant to Section 10.01(b)(iii), then the Company shall pay to Parent in immediately available funds the Parent Expenses contemporaneously with and as a condition to such termination. (v) If this Agreement is terminated (A) by Parent pursuant to Section 10.01(b)(i), (B) by the Company pursuant to Section 10.01(b)(i) on or after December 1, 2016, or (C) by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 Company pursuant to this Section 11.03(b).10.01(b)(ii) (in each case under clause (A) or

Termination Fees. (a) If Parent or Company terminates this Agreement pursuant to Section 7.1(d), then Company shall pay to Parent, by wire transfer of immediately available funds to one or more accounts designated in writing by Parent, all of the reasonable documented out-of-pocket expenses (including reasonable fees and expenses of counsel, accountants, investment bankers, other Representatives and Financing Sources) incurred by Parent, Merger Sub and their respective Affiliates in connection with this Agreement and the transactions contemplated by this Agreement up to a maximum amount of $2,750,000 (the “Expense Reimbursement”). (b) If: (i) Weyerhaeuser Parent terminates this Agreement pursuant to Section 11.01(c)(ii7.1(g); or (ii) either Parent or Weyerhaeuser Company terminates this Agreement pursuant to Section 11.01(b)(ii7.1(h); or (iii) Parent or Company terminates this Agreement pursuant to Section 11.01(b)(i7.1(b) or Section 7.1(d) or Parent terminates this Agreement pursuant to Section 7.1(f), and, in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meetingcase of any such termination, and (A) at any time after the date of this Agreement and prior to such termination an Acquisition Proposal (or an intention to make an Acquisition Proposal) shall have been publicly announced or (1) if such termination is pursuant to Section 7.1(b) or Section 7.1(d), otherwise publicly communicated or (2) if such termination is pursuant to Section 7.1(f), otherwise communicated, in the case of each of clauses (1) and (2), to the Company Board, the Special Committee or senior management or stockholders of Company and (B) prior to the date that is eighteen (18) months after the effective date of such termination, Company enters into a definitive agreement to consummate an Acquisition Proposal (and such Acquisition Proposal is subsequently consummated); provided that references to “fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”, then Company shall pay to Parent a termination fee equal to $7,250,000 (the “Company Termination Fee”), by wire transfer of immediately available funds to one or more accounts designated in writing by Parent, (x) in the case of a clause (ii), concurrently with the termination of this Agreement, (y) in the case of clause (i), within two (2) Business Days after the date of the termination of this Agreement and (z) in the case of clause (iii), not later than the date on which Company consummates such Acquisition Proposal. Additionally, in the event that the Company Termination Fee is payable pursuant to this Section 7.3(b), then, to the extent not previously paid pursuant to Section 7.3(a), Company shall, in addition to the Company Termination Fee and concurrently with the payment of the Company Termination Fee, pay to Parent, by wire transfer of immediately available funds to one or more accounts designated in writing by Parent, the Expense Reimbursement. (c) If Company terminates this Agreement pursuant to Section 11.01(b)(i7.1(e) or Section 7.1(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser Company a termination fee equal to $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) 40,000,000 (the “Parent Termination Fee”) in ), by wire transfer of immediately available funds to an account one or more accounts designated in writing by Weyerhaeuser. Such payment Company within two (2) Business Days of the date of such termination; provided that any purported termination of this Agreement under Section 7.1(b) shall be due (x) in the case of deemed to be a termination specified in clause under Section 7.1(e) or Section 7.1(i) if Company would be entitled to terminate this Agreement under Section 7.1(e) or Section 7.1(i), respectively, at the time of such intended termination. (d) In no event shall (i)) Company be required to pay the Company Termination Fee or the Expense Reimbursement, within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii)respectively, at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make on more than one occasion or (ii) Parent be required to pay or to cause to be paid the Parent Termination Fee on more than one occasion, in each case, whether or not the Company Termination Fee, the Expense Reimbursement or the Parent Termination Fee, as applicable, may be payable at different times or upon the occurrence of different events. (e) In the circumstances in which the Expense Reimbursement and, as applicable, the Company Termination Fee are paid in accordance with Section 7.3(a) and, as applicable, Section 7.3(b) and such payment is accepted by Parent, or the Parent Termination Fee is paid in accordance with Section 7.3(c), Parent’s receipt of the Expense Reimbursement and, as applicable, the Company Termination Fee from Company pursuant to Section 7.3(a) and, as applicable, Section 7.3(b) or Company’s receipt of the Parent Termination Fee from Parent pursuant to Section 7.3(c), as applicable, shall, subject to Section 7.3(f), be deemed to be liquidated damages and not a penalty; provided, however, that nothing in this Section 7.3(e) shall limit the rights of Parent, Merger Sub or Company under Section 8.12 and, without limiting Section 7.3(g) and Section 7.3(h), in no event shall Company’s liability for fraud, willful misconduct or willful and material breach or failure to perform any of its covenants or agreements in this Agreement be limited. (f) The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement; accordingly, (i) if Company fails to promptly pay the amount due pursuant to Section 7.3(a) or Section 7.3(b), and, to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against Company for the amount set forth in Section 7.3(a) or Section 7.3(b) then Company shall pay Parent’s or Merger Sub’s reasonable costs and expenses (including reasonable attorneys’ fees) in connection with such suit or (ii) if Parent fails to promptly pay the amount due pursuant to Section 7.3(c) and, to obtain such payment, Company commences a suit that results in a judgment against Parent for the amount set forth in Section 7.3(c), then Parent shall pay Company’s reasonable costs and expenses (including reasonable attorneys’ fees) in connection with such suit. All amounts payable pursuant to this Section 11.03(a7.3(f) shall accrue interest at the prime lending rate published in The Wall Street Journal and in effect on the date of payment, with such interest being payable in respect of the period from the date that payment was originally required to be made pursuant to Section 7.3(a), Section 7.3(b) or Section 7.3(c), as applicable, through the date of payment. (bg) If a Parent Termination Fee is payable pursuant Notwithstanding anything to Section 11.03(athe contrary in this Agreement, (i) or if in the event that this Agreement is terminated by either as described in Section 7.3(c), Company’s receipt of the Parent or Weyerhaeuser Termination Fee from Parent pursuant to Section 11.01(b)(ii7.3(c) or and any other amounts owing from Parent pursuant to Section 11.01(b)(i5.4(b), Section 5.7(b), Section 5.7(c) or Section 7.3(f) and the guarantee of such obligations pursuant to the Guaranty shall be the sole and exclusive remedy of Company and its Subsidiaries against (w) Parent, Merger Sub or the Guarantor, (x) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Parent, Merger Sub or the Guarantor, (y) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of any Person named in clause (w) or (x) of this Section 7.3(g) and (z) any future holders of any equity, partnership or limited liability company interest, controlling persons, management companies, directors, officers, employees, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners, stockholders or assignees of any of the foregoing (the Persons described in clauses (w), (x), (y) and (z), collectively, the “Parent Group”) for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement, the failure of the Merger to be consummated or otherwise related to this Agreement, (ii) in circumstances where the Parent Stockholder Approval has not been obtained at event that this Agreement is terminated as described in Section 7.3(b), Parent’s receipt of the Parent Stockholders’ MeetingCompany Termination Fee and the Expense Reimbursement from Company pursuant to Section 7.3(b) (and, then Parent if applicable, Section 7.3(a)) and any other amounts owing from Company pursuant to Section 7.3(f) (if the Company Termination Fee, the Expense Reimbursement and such other amounts are accepted by Parent) shall reimburse Weyerhaeuser be the sole and exclusive remedy of Parent, Merger Sub, the Guarantor and their respective Affiliates against Company, its Subsidiaries and any of their respective former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, representatives, Affiliates, members, managers, general or limited partners, stockholders or assignees (collectively, the “Company Group”) for its out-of-pocket expenses actually incurred in connection with any loss suffered as a result of any breach of any representation, warranty, covenant or agreement, the failure of the Merger to be consummated or otherwise related to this Agreement and (iii) in the Transactions and not otherwise reimbursed event that this Agreement is terminated as described in Section 7.3(a), subject to Parent’s rights pursuant to Section 9.14(b7.3(b)(iii). Such reimbursement , Parent’s receipt of the Expense Reimbursement from Company pursuant to Section 7.3(a) and any other amounts owing from Company pursuant to Section 7.3(f) (if the Expense Reimbursement and such other amounts are accepted by Parent) shall be paid the sole and exclusive remedy of Parent, Merger Sub, the Guarantor and their respective Affiliates against any member of the Company Group for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement, the failure of the Merger to be consummated or otherwise related to this Agreement; provided, however, that nothing in this Section 7.3(g) shall limit the rights of Parent, Merger Sub or Company under Section 8.12 and in no event shall Company’s liability for fraud, willful misconduct, willful and material breach or failure to perform any covenants or agreements in this Agreement be limited. (ih) concurrently For the avoidance of doubt, while Company may pursue both a grant of specific performance in accordance with the terms of Section 8.12 and the payment of the Parent Termination Fee under Section 7.3(c), under no circumstances shall Company be permitted or entitled to receive both a grant of specific performance under Section 8.12 and monetary damages, including all or any portion of the Parent Termination Fee. Notwithstanding any other provision of this Agreement, if a Company agrees that the maximum aggregate monetary liability of Parent, Merger Sub and any other member of the Parent Group shall be limited to an amount equal to the sum of the Parent Termination Fee is payable and any other amounts owing from Parent pursuant to Section 11.03(a5.4(b), Section 5.7(b), Section 5.7(c) or (ii) if this Agreement is terminated Section 7.3(f), and in no event shall Company seek to recover any money damages in excess of an amount equal to the sum of the Parent Termination Fee and any other amounts owing from Parent pursuant to Section 11.01(b)(ii5.4(b), Section 5.7(b), Section 5.7(c) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b7.3(f).

Termination Fees. (a) If: Parent may terminate this Agreement immediately (unless already terminated as provided in clause (iv) below) and the Company shall pay to Parent a nonrefundable termination fee of $7.5 million in cash payable upon termination of this Agreement, if (i) Weyerhaeuser at any time prior to the Closing Date, the Company accepts a third party proposal or offer relating to a possible Company Acquisition Transaction; (ii) the Company fails 70. 77 to complete the Company Stockholders' Meeting as required herein; (iii) the Company's board of directors withdraws, amends or modifies, in a manner adverse to Parent, its recommendation that the Company's stockholders vote in favor of the adoption and approval of this Agreement and the approval of the Merger; or (iv) the Company terminates this Agreement other than pursuant to Section 7.1; provided, however, that no termination fee shall be payable in the event that Parent terminates this Agreement pursuant to Section 11.01(c)(ii); or5.21. (iib) either Parent or Weyerhaeuser terminates The Company may terminate this Agreement pursuant to Section 11.01(b)(iiimmediately (unless already terminated as provided in clause (iv) or pursuant to Section 11.01(b)(ibelow) in circumstances where the and Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior shall pay to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote Company a nonrefundable termination fee of the holders of Parent Common Stock or (2) $7.5 million in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following cash payable upon termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause if (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or any time prior to the earlier of the entering into of the agreement and the consummation of the transaction referred Closing Date, Parent accepts a third party proposal or offer relating to therein. a possible Parent shall not be obligated Acquisition Transaction; (ii) Parent fails to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at complete the Parent Stockholders’ Meeting' Meeting as required herein; (iii) Parent's board of directors withdraws, then Parent shall reimburse Weyerhaeuser for amends or modifies, in a manner adverse to the Company, its out-of-pocket expenses actually incurred recommendation that the Parent's stockholders vote in connection with favor of the adoption and approval of this Agreement and the Transactions and not otherwise reimbursed approval of the Merger; or (iv) Parent terminates this Agreement other than pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)7.1.

Termination Fees. (a) If: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote In recognition of the holders of Parent Common Stock or (2) in efforts, expenses and other opportunities foregone by PHC while structuring and pursuing the case of a termination of this Agreement pursuant to Section 11.01(b)(ii)Merger, a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii8.1(a)(v), then MBI shall, within three (3) Business Days after such termination, pay PHC an amount equal to $4 million (the “Termination Fee”) by wire transfer of same-day funds. (b) If this Agreement is terminated by PHC under Section 8.1(a)(vi) or Section 8.1(a)(iv), and prior to the MBI Shareholder Meeting there has been publicly announced (and not publicly withdrawn) an Acquisition Proposal, then if within twelve (12) months of such termination MBI or any of its Significant Subsidiaries either (i) enters into a definitive agreement with respect to an Acquisition Proposal or (ii) consummates an Acquisition Proposal, MBI shall, within three (3) Business Days after the first to occur of entering into a definitive agreement with respect to an Acquisition Proposal or consummating an Acquisition Proposal, pay PHC the Termination Fee by wire transfer of same-day funds. (c) If this Agreement is terminated (i) by MBI pursuant to Section 11.01(b)(i8.1(a)(vii), or (ii) by MBI pursuant to Section 8.1(a)(iv) following a material breach by PHC of any of the provisions of Section 6.1 (which for the avoidance of doubt shall not be deemed to include any delay in circumstances where or failure to launch or complete an initial public offering of PHC Common Stock, due to market conditions, SEC review or comments, or other factors outside the Parent Stockholder Approval has not been obtained at control of PHC, or a failure to comply with the Parent Stockholders’ Meetingprovisions therein that provide for a specific filing deadline with respect to applications or filings with Governmental Entities), prior to the termination of this Agreement by Parent or PHC shall, within five three (3) Business Days after written notice such termination, pay MBI the Termination Fee by wire transfer of termination by Weyerhaeusersame-day funds. (d) Notwithstanding anything to the contrary in this Agreement, as other than in the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 a willful and material breach of this Agreement, the payment of the Termination Fee pursuant to this Section 11.03(b)8.4 shall fully discharge the Party paying such Termination Fee from, and be the sole and exclusive remedy of the other Party with respect to, any and all losses that may be suffered by such other Party based upon, resulting from or arising out of the circumstances giving rise to such termination of this Agreement. In no event shall MBI or PHC be required to pay the Termination Fee on more than one occasion. (e) The Parties agree that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the Parties would not enter into this Agreement.

Termination Fees. (a) IfNotwithstanding any provision in this Agreement to the contrary if: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement, any Competing Proposal (for purposes of this Subsection, substituting 50% for the 15% threshold set forth in the definition of Competing Proposal) or the 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”), (B) this Agreement is terminated by Parent or the Company pursuant to Section 10.1(b)(i) and (C) concurrently with or within five 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, 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, within two (2) Business Days after written notice of termination by Weyerhaeusersuch termination, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)Break-Up Fee.

Termination Fees. (a) If: (i) Weyerhaeuser terminates If this Agreement is validly terminated by the Company pursuant to Section 11.01(c)(ii); or ‎Section 10.01(d)(i) (iiSuperior Proposal) either or by Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A‎Section 10.01(c)(i)(A) (1) Adverse Recommendation Change), then the Company shall pay or cause to be paid to Parent in immediately available funds the Termination Fee in the case of a termination of this Agreement pursuant to Section 11.01(b)(i)by Parent, a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or within two (2) Business Days after such termination and, in the case of a termination by the Company, immediately before or concurrently with, and as a condition to, such termination; provided, however, that notwithstanding anything to the contrary herein, no such Termination Fee need be paid until Parent delivers written notice to the Company identifying the account(s) to which the Termination Fee shall be paid. (ii) If, prior to receipt of the Company Shareholder Approval, (A) this Agreement is validly terminated by Parent or the Company pursuant to (1) ‎Section 10.01(b)(i) (End Date), (2) ‎Section 10.01(b)(iii) (Company No Vote), (3) ‎Section 10.01(c)(i)(B) (Material Breach of No-Shop) or (4) ‎Section 10.01(c)(ii) (Material Breach), (B) after the date of this Agreement pursuant and prior to Section 11.01(b)(ii)the date of such termination of this Agreement in accordance with ‎ARTICLE 10, a Parent an Acquisition Proposal has shall have been made that is either to the Board of Directors or the Special Committee or publicly submitted, publicly proposed, publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days communicated prior to the vote date of the holders of Parent Common Stock and termination (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause pursuant to ‎Section 10.01(b)(i) (iEnd Date), within five Business Days after written notice ‎Section 10.01(c)(i)(B) (Material Breach of termination by Weyerhaeuser No-Shop) or ‎Section 10.01(c)(ii) (yMaterial Breach)) or the date of the Company Shareholder Meeting (in the case of a termination specified pursuant to ‎Section 10.01(b)(iii) (Company No Vote)) and (C) within twelve (12) months after the date of such termination, the Company or one or more of its Subsidiaries enters into a definitive agreement in clause respect of any Acquisition Proposal or any Acquisition Proposal is consummated (iiprovided that for purposes of this Section 11.04(b)(ii), at each reference to “20%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”), then the Company shall pay or prior cause to be paid to Parent in immediately available funds, concurrently with the earlier of the entering into execution or consummation of such Acquisition Proposal, the Termination Fee (subject to the reduction of the agreement and Termination Fee by the consummation amount of the transaction referred Expense Reimbursement in accordance with Section 11.04(a)). In no event shall Parent be entitled to therein. Parent shall not be obligated to make receive more than one payment pursuant to this Section 11.03(a). (b) If a Parent of the Termination Fee is payable pursuant to (or more than one payment of the Expense Reimbursement, with any such payment being netted against the Termination Fee as contemplated by Section 11.03(a11.04(a)) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)Agreement.

Termination Fees. (a) IfSeller will pay Buyer, by wire transfer of immediately available funds, the sum of $1,500,000 (the “Seller Termination Fee”) under the following circumstances: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii8.1(d)(ii) or Section 8.1(d)(iii), then Seller will pay the Seller Termination Fee by the second Business Day following the date of such termination; (ii) if (A) this Agreement is terminated (1) pursuant to Section 11.01(b)(i8.1(b)(i) in circumstances where without a vote of the Parent Stockholder Approval has not been obtained stockholders of Seller contemplated by this Agreement at the Parent Stockholders’ MeetingSeller Stockholder Meeting having occurred or (2) pursuant to Section 8.1(b)(iii), and in any such case a Takeover Proposal has been publicly announced or otherwise publicly known, or any Person has publicly announced or communicated a bona fide intention, whether or not conditional, to make a Takeover Proposal, at any time after the date of this Agreement and prior to the date of termination in the case of clause (1) or prior to the time of the taking of the vote of the stockholders of Seller at the Seller Stockholder Meeting in the case of clause (2), and (B) within twelve (12) months after the date of such termination, Seller enters into a definitive agreement to consummate, or consummates, a Takeover Proposal, then Seller will pay the Seller Termination Fee by the second Business Day following the date Seller enters into such definitive agreement or consummates such transaction; provided that, for purposes of this Section 8.4(a)(ii), all references to fifteen percent (15%) in the definition of Takeover Proposal shall be deemed to be references to fifty percent (50%); or (iii) if this Agreement is terminated pursuant to Section 8.1(c)(ii), then Seller will pay the Seller Termination Fee on the date, and as a condition to the effectiveness, of such termination. (b) Buyer will pay Seller, by Parent or within five wire transfer of immediately available funds: (i) the sum of $3,000,000 (the “Buyer Termination Fee”) by the second Business Days after written notice Day following the date of such termination if this Agreement is terminated pursuant to Section 8.1(d)(iv) (provided, for clarity, the foregoing fee is not payable in the event of termination under any provision other than Section 8.1(d)(iv), even if at the time of such termination, Buyer is also entitled to terminate under Section 8.1(d)(iv)); or (ii) the remainder (if a positive number) of the Buyer Termination Fee less the aggregate amount of reasonable, documented, out-of-pocket expenses borne by WeyerhaeuserBuyer (for itself and reimbursement of Seller) with respect to the activities contemplated under Section 5.1(a), if at the time of termination Buyer had the right to terminate the Agreement pursuant to Section 8.1(d)(iv) and the agreement is terminated: (1) by Buyer pursuant to Section 8.1(b)(i), and the failure of the Closing to occur is due solely to a pending Action by a Governmental Entity reviewing or investigating the Transaction in which the Parties are or were cooperating; or (2) by Buyer or Seller pursuant to Section 8.1(b)(ii), and the failure of the Closing to occur is due solely to the issuance of a Judgment under any Antitrust Laws triggering the right to termination pursuant to Section 8.1(b)(ii). (c) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event shall Seller or Buyer be required to pay the Seller Termination Fee or the Buyer Termination Fee, as the case may be. Parent shall , on more than one occasion. (d) Each of the Parties acknowledges that (i) the agreements contained in this Section 8.4 are an integral part of the transactions contemplated by this Agreement, (ii) each of the Seller Termination Fee and Buyer Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Seller or Buyer, as the case may be, in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be obligated impossible to calculate with precision and (iii) without these agreements, the Parties would not enter into this Agreement; accordingly, if Seller or Buyer, as the case may be, fails to timely pay any amounts in excess of $10,000,000 amount due pursuant to this Section 11.03(b)8.4 and, in order to obtain such payment, either Seller or Buyer, as the case may be, commences a suit that results in a Judgment against the other Party for the payment of any amount set forth in this Section 8.4, such paying Party shall pay the other Party its costs and expenses in connection with such suit, together with interest at the annual rate of three percent (3)% plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fees. (a) If: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where In the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case event of a termination of this Agreement pursuant to under Section 11.01(b)(i8.1(g) or Section 8.1(h), then the Company shall pay a non-refundable fee equal to $3,900,000 (such amount, the “Company Termination Fee”) to Parent Acquisition Proposal has been made prior or as directed by Parent, and reimburse Parent for all reasonable Expenses incurred by Parent up to the Parent Stockholders’ Meeting and not withdrawn more than five a maximum of $600,000, as promptly as reasonably practicable (and, in any event, within two business days prior to the vote of the holders of Parent Common Stock following such termination, or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii8.1(h), a contemporaneously with such termination), payable by wire transfer of immediately available funds. (b) In the event that this Agreement is terminated by Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior the Company pursuant to Section 8.1(d), then the Company shall reimburse Parent for all reasonable Expenses incurred by or at 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 Stockholders’ Meeting and that is not withdrawn more than five days prior or the Company pursuant to the vote of the holders of Section 8.1(b) or Section 8.1(d) or by Parent Common Stock and pursuant to Section 8.1(e), (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, 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 expiration Company Meeting and not withdrawn and (C) within twelve (12) months of 12 months following termination of this Agreementany 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 any no event later than five (5) business days following such case 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 to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) 4,500,000 (the “Parent Termination Fee”) in cash to, or as directed by, the Company by wire transfer of immediately available funds to an account designated one or more account(s) specified by Weyerhaeuser. Such payment the Company in writing, whereupon Parent and Merger Sub shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser have no further liability under or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and or the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)transactions contemplated hereby.

Termination Fees. (a) If: (i) Weyerhaeuser terminates If this Agreement is terminated (x) by the Company pursuant to Section 11.01(c)(ii); or 10.01(d)(i) or (iiy) either by Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii10.01(c)(i), then the Company shall pay the Company Termination Fee to Parent (or its designee), substantially concurrently with the termination in the case of a termination by the Company, or as promptly as reasonably practicable (and, in any event, within two (2) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1Business Days following such termination) in the case of a termination by Parent, in each case, payable by wire transfer of immediately available funds. (ii) If (A) after the date of this Agreement and prior to the receipt of the Company Stockholder Approval, a bona fide Acquisition Proposal shall have been publicly made, publicly announced or otherwise communicated to the Company Board or to the Company or shall have been disclosed to the stockholders of the Company (and in any such case, such Acquisition Proposal is not publicly withdrawn at least four (4) Business Days prior to the Company Stockholder Meeting), (B) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(i) (at a time when Parent could have terminated this Agreement pursuant to Section 11.01(b)(isuch provision), a Parent Section 10.01(b)(iii) or Section 10.01(c)(ii), and (C) within twelve (12) months after such termination, any Acquisition Proposal has been made is consummated or the Company enters into a definitive agreement in respect of any Acquisition Proposal, then the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of same-day funds on or prior to the Parent Stockholders’ Meeting date that is the earlier of (x) the date of consummation of such Acquisition Proposal, and not withdrawn (y) the date of the Company’s entry into such definitive agreement. For purposes of this Section 11.04(b), all references to “15%” and “85%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%.” (iii) In no event shall the Company be required to pay the Company Termination Fee on more than five days prior to the vote of the holders of Parent Common Stock or one (21) in the case of a occasion. Parent, Intermediate Merger Subsidiary, and Merger Subsidiary agree that, upon any termination of this Agreement under circumstances where the Company Termination Fee is payable by the Company pursuant to this Section 11.04 and such Company Termination Fee is paid in full, Parent, Intermediate Merger Subsidiary, and Merger Subsidiary shall be precluded from any other remedy against the Company, at Law or in equity or otherwise, and neither Parent, Intermediate Merger Subsidiary, nor Merger Subsidiary shall seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Company or any of the Company’s Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, stockholders or Affiliates or their respective Representatives in connection with this Agreement or the transactions contemplated hereby. (iv) If this Agreement is terminated by the Company pursuant to Section 11.01(b)(ii10.01(d)(iii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000the Company as promptly as reasonably practicable (and, less in any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(bevent, within two (2) Business Days following such termination)) (, the “Parent Termination Fee”) in Fee by wire transfer of immediately available funds funds. (v) In no event shall Parent be required to an account designated by Weyerhaeuser. Such payment shall be due (x) in pay the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make Termination Fee on more than one payment pursuant to (1) occasion. The Company agrees that upon any termination of this Section 11.03(a). (b) If a Agreement under circumstances where the Parent Termination Fee is payable by Parent pursuant to this Section 11.03(a) 11.04 and such Parent Termination Fee is actually paid in full, the Company shall be precluded from any other remedy against Parent, Intermediate Merger Subsidiary, or if this Agreement is terminated by either Parent Merger Subsidiary, at Law or Weyerhaeuser pursuant in equity or otherwise, and the Company shall not seek to Section 11.01(b)(ii) obtain any recovery, judgment, or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meetingdamages of any kind, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred including consequential, indirect, or punitive damages, against Parent, Intermediate Merger Subsidiary, Merger Subsidiary, any of their respective Subsidiaries, or any of their respective directors, officers, employees, partners, managers, members, stockholders or Affiliates or their respective Representatives in connection with this Agreement and or the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)transactions contemplated hereby.

Termination Fees. (a) If: (iIf this Agreement is terminated by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) Weyerhaeuser terminates or Section 6.1(e) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i6.1(d), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or then, within two (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, Business Days after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case the Company shall cause to be paid to Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated (i)(A) by either Parent or Weyerhaeuser the Company pursuant to Section 11.01(b)(ii6.1(b) or Section 6.1(e) or (B) by Parent pursuant to Section 11.01(b)(i6.1(f) as a result of a breach of the Company’s covenants set forth in Section 4.2 or Section 4.4 and (ii)(A) at or prior to the date of such termination, any Person shall have publicly announced an intention to make a Company Acquisition Proposal, or a Company Acquisition Proposal shall have been publicly disclosed, publicly announced, or otherwise publicly commenced, submitted or made at least five (5) Business Days prior to the Company Stockholder Meeting (or at least five (5) Business Days prior to the date of termination, in the case of an applicable termination other than pursuant to Section 6.1(e)); and (B) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (1) a Company Acquisition Transaction is consummated or (2) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (c) Any Termination Fee due and payable by the Company under this Section 6.3 shall be paid by wire transfer of cash in same-day funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable by the Company only once and not in duplication even though the Termination Fee may be payable by the Company under one or more provisions hereof. If the Company fails to pay the Termination Fee when due and payable by the Company, then the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in circumstances where effect on the Parent Stockholder Approval has not been obtained at date such amount was originally required to be paid, and the Parent Stockholders’ Meeting, then Parent Company shall reimburse Weyerhaeuser for its pay the reasonable and documented out-of-pocket costs and expenses actually incurred (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken by Parent to collect payment. The parties agree that if the Termination Fee becomes payable by, and is paid by, the Company, then such Termination Fee shall be Parent’s sole and exclusive remedy for damages against the Company and its Affiliates and its and their Representatives in connection with this Agreement Agreement, and in no event in which the Transactions Termination Fee becomes payable by, and not is paid by, the Company, will Parent or any other Person seek to recover any other money damages or seek any other remedy from the Company or any other Person based on a claim in law or equity or otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement in connection with this Agreement; provided, that nothing contained herein shall be paid relieve any party from liability for any actual, common law fraud or Willful Breach. (id) concurrently with payment Each of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) parties acknowledges that the agreements contained in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)6.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the parties would not enter into this Agreement.

Termination Fees. (a) IfNotwithstanding any provision in this Agreement to the contrary if: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement, any Acquisition Proposal (for purposes of this subsection, substituting 50% for the 20% threshold set forth in the definition of Acquisition Proposal) or the 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”), (B) this Agreement is terminated by Parent Purchaser or the Company pursuant to Section 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 five 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, concurrently with the consummation of the Qualifying Transaction, pay to Purchaser a fee of $45.0 million in cash (the “Break-Up Fee”) (in any event net of any Purchaser Expense Reimbursement previously paid by the Company); (ii) this Agreement is terminated by the Company on or prior to the tenth Business Days after Day following the Solicitation Period End Date pursuant to Section 8.1(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 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 of termination by Weyerhaeuser, as was delivered pursuant to Section 6.5(e)(i) and the case may be. Parent Company shall not be obligated entitled to pay any amounts in excess of $10,000,000 the Excluded Party Break-Up Fee rather than the Break-Up Fee as required by Section 8.3(b)(iii) below if the Agreement is terminated by the Company pursuant to Section 8.1(c) 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 11.03(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), the Company shall pay to Purchaser, within two (2) days of such termination, the Break-Up Fee.

Termination Fees. (ai) IfThe Company will pay, or cause to be paid, to an account or accounts designated by Sterling, by wire transfer of immediately available funds an amount equal to the Termination Fee: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser a Majority of the Buyers pursuant to Section 11.01(b)(ii12(c)(i) or pursuant to Section 11.01(b)(i) 12(c)(ii), in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall which event payment will be paid made within five Business Days after such termination; (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (iiB) if this Agreement is terminated by the Company pursuant to Section 11.01(b)(ii12(d)(ii), in which event payment must be made in advance of or concurrent with such termination; (C) if (1) this Agreement is terminated by a Majority of the Buyers or the Company pursuant to Section 11.01(b)(i12(b)(i) (but subject to the limitations set forth in circumstances where Section 12(f)(ii) below), by either a Majority of the Parent Stockholder Approval Buyers or the Company pursuant to Section 12(b)(iii), by a Majority of the Buyers pursuant to Section 12(c)(iii) or by a Majority of the Buyers pursuant to Section 12(c)(iv), and (2) within 12 months (or 6 months if a termination occurs pursuant to Section 12(b)(iii) and no Competing Proposal has not been obtained at the Parent Stockholders’ Meeting, publicly disclosed prior to the termination date of this Agreement by Parent the Company Shareholders Meeting) following the date of such termination, the Company enters into a definitive agreement providing for the implementation of any Competing Proposal or within five Business Days after written notice of termination by Weyerhaeuserconsummates any Competing Proposal, in which event payment will be made on or prior to the date on which the Company enters into such definitive agreement or consummates such Competing Proposal, as applicable. (ii) Notwithstanding the case may be. Parent foregoing, the Company shall not be obligated to pay or cause to be paid to Sterling the Termination Fee pursuant to Section 12(f)(i)(C) above if all of the following conditions have been met: (A) this Agreement has been terminated by a Majority of the Buyers pursuant to Section 12(b)(i), (B) no Competing Proposal has been received by the Company or publicly disclosed prior to the date of the notice of termination, (C) each of the conditions set forth in Sections 9 and 11 has been satisfied, other than (1) those conditions that only can be satisfied at Closing, and (2) either of the conditions set forth in Section 11(f), (D) the Company is ready, willing and able to satisfy at Closing each of the conditions described in clause (C)(1) of this Section 12(f)(ii), (E) the Company has satisfied in all material respects all of its obligations under this Agreement, including pursuant to Section 4(g) and otherwise with respect to satisfaction of the conditions set forth in Section 11(f), and (F) on the Outside Date, the Company delivers to Sterling a certificate in the form attached hereto as Exhibit I, duly executed by the chief executive officer of the Company, to the foregoing effect. (iii) Each of the Company and each of the Buyers acknowledges that the agreements contained in this Section 12(f) are an integral part of the Transactions, that without these agreements the Company and each of the Buyers would not have entered into this Agreement, and that any amounts in excess of $10,000,000 payable pursuant to this Section 11.03(b12(f) do not constitute a penalty. If the Company fails to pay as directed in writing by Sterling any amounts due to accounts designated by Sterling pursuant to this Section 12(f) within the time periods specified in this Section 12(f), the Company shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by Sterling 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 plus 500 basis points, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment.

Termination Fees. (a) If: (i) Weyerhaeuser terminates this The Merger Agreement pursuant provides that TECU will pay to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) fee (the “Parent Termination Fee”) of (i) $3,828,088.57 in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in if the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Merger Agreement is terminated pursuant to Section 11.01(b)(iithe termination right described above under clause (c)(i) of “—Termination” or (ii) $3,588,833.03 in immediately Table of Contents available funds if the Merger Agreement is terminated pursuant to the termination right described above under clause (c)(iii) or (d)(ii) of “—Termination.” The Merger Agreement provides that TECU will pay to Parent an expense reimbursement (the “Expense Reimbursement”) of (i) $1,000,000 in immediately available funds if the Merger Agreement is terminated pursuant to Section 11.01(b)(ithe termination right described above under clause (b)(i) of “—Termination” as a result of the failure to satisfy the Minimum Condition or (ii) $2,000,000 in circumstances where immediately available funds if the Parent Stockholder Approval has Merger Agreement is terminated pursuant to the termination right described above under clause (c)(ii) of “—Termination;” provided that, if (x) prior to such termination an Acquisition Proposal by a third party is publicly disclosed or announced (or otherwise becomes publicly known) and (y) within nine (9) months after such termination of the Merger Agreement TECU enters into a definitive agreement or consummates a transaction relating to any Acquisition Proposal, which need not been obtained at be the Parent Stockholders’ Meeting, Acquisition Proposal that was publicly disclosed or announced or publicly made known prior to the termination termination, TECU will pay to Parent the Parent Termination Fee specified under clause (ii) of the immediately preceding paragraph above, less the Expense Reimbursement previously paid, immediately upon the date upon which TECU enters into any definitive agreement relating to an Acquisition Proposal (or, if there is no such agreement, upon consummation of an Acquisition Proposal). For purposes of this section, references to “20% or more” in the definition of “Acquisition Proposal” shall be deemed to be “more than 50%.” The Merger Agreement by provides that Parent will pay to TECU a termination fee (the “TECU Termination Fee”) of $4,785,110.71 in immediately available funds if the Merger Agreement is terminated pursuant to the termination right described above under clause (d)(i) of “—Termination.” Pursuant to the Merger Agreement, in the event that Parent is entitled to the Parent Termination Fee or within five Business Days after written notice of termination by WeyerhaeuserTECU is entitled to the TECU Termination Fee, either party, as the case may be. Parent shall , may elect, in its sole discretion, as its sole and exclusive remedy either to (x) terminate the Merger Agreement and receive the applicable termination fee, (y) terminate the Merger Agreement and pursue any other remedies available under applicable law with respect to fraud or knowing and intentional breach on the part of the other party, or (z) elect not be obligated to pay any amounts in excess terminate the Merger Agreement but to obtain an equitable remedy of $10,000,000 pursuant to this Section 11.03(b)specific performance against the other party.

Termination Fees. (a) IfIf a Seller Payment Event occurs, the Seller shall pay Parent (by wire transfer of immediately available funds), a fee of $5,200,000 (the “Seller Termination Fee”). A “Seller Payment Event” means the termination of this Agreement pursuant to: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii6.1(c)(ii); or, Section 6.1(c)(iii) or Section 6.1(d)(ii); (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting6.1(b)(i), and but only if, both (A) (1) in prior to the case End Date, an Acquisition Proposal shall have been publicly announced or publicly known or otherwise communicated to the Seller’s Board of a Directors and not withdrawn, revoked or rejected prior to the date of termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (26.1(b)(i) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent the Seller, within twelve months of such termination, enters into an a definitive agreement with respect to any Parent Acquisition Proposal, or any Parent an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination or consummates an Acquisition Proposal (provided that for purposes of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior each reference to “15%” in the earlier definition of Acquisition Proposal shall be deemed a reference to “75%” and the reference to “any of the entering into Purchased Assets” in clause (i) of the definition of the term “Acquisition Proposal” shall be deemed a reference to substantially all of the Purchased Assets). If this Agreement is terminated by Parent pursuant to Section 6.1(c)(ii) or Section 6.1(c)(iii), the Seller shall make the payment required by Section 6.3(a) to Parent on the second Business Day after the date of such termination. If this Agreement is terminated by Seller pursuant to Section 6.1(d)(ii), the Seller shall make the payment required by Section 6.3(a) to Parent contemporaneously with the termination of this Agreement. If this Agreement is terminated by pursuant to Section 6.1(b)(i), the Seller shall make any payment required by Section 6.3(a) to Parent on the date of its entry into a definitive agreement and with respect to an Acquisition Proposal or the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)an Acquisition Proposal, whichever is earlier. (b) If a Seller Payment Event occurs, the Seller shall, in addition to the payment required by Section 6.3(a), reimburse Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated and Purchaser (by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meetingwire transfer of immediately available funds), then Parent shall reimburse Weyerhaeuser no later than two Business Days after such Seller Payment Event, for its 100% of their documented out-of-pocket fees and expenses actually (including reasonable fees and expenses of their counsel) incurred by them in connection with this Agreement and the Transactions, not to exceed $500,000. (c) The Seller acknowledges that the agreements contained in this Section 6.3 are an integral part of the Transactions and that, without these agreements, Parent and Purchaser would not otherwise reimbursed pursuant to Section 9.14(b)enter into this Agreement. Such reimbursement shall be paid (i) concurrently with payment of In the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where event that the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated Seller fails to pay any amounts in excess of $10,000,000 amount due pursuant to this Section 11.03(b)6.3 to Purchaser in the timeframe set forth herein, the Seller shall reimburse Parent and Purchaser for all reasonable costs and expenses actually incurred or accrued by Parent and Purchaser (including reasonable fees and expenses of counsel) in connection with Parent’s and Purchaser’s enforcement of this Section 6.3.

Termination Fees. (a) If: If (i) Weyerhaeuser terminates this Agreement pursuant the public announcement of the satisfaction of all conditions to Section 11.01(c)(ii); or the Offer has not occurred by the Termination Date, (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof an Acquisition Proposal with respect to Lxxxxx was made or renewed and not withdrawn prior to the expiration of Termination Date, and (iii) within 12 months following termination of this Agreementthe Termination Date an Acquisition Transaction with respect to Lxxxxx is consummated or a definitive agreement for an Acquisition Transaction with respect to Lxxxxx is entered into and subsequently consummated, then in any such case Parent Lxxxxx shall pay to Weyerhaeuser Intentia a termination fee of Fourteen Mxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)14,250,000) in cash (the “Parent Lxxxxx Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If (i) the public announcement of the satisfaction or waiver of all conditions to the Offer has not occurred by the Termination Date, (ii) after the date hereof an Acquisition Proposal with respect to Intentia was made or renewed and not withdrawn prior to the Termination Date, and (iii) within 12 months following Termination Date an Acquisition Transaction with respect to Intentia is consummated or a Parent definitive agreement for an Acquisition Transaction with respect to Intentia is entered into and subsequently consummated, Intentia shall pay to Lxxxxx a termination fee of Five Million Four Hundred Thousand United States Dollars ($5,400,000) in cash (the “Intentia Termination Fee Fee”). (c) If (i) condition 1 as set forth in the Press Announcement has not been satisfied by the expiration of the period for acceptance of the Offer contained in the Offer Document, as such period may be extended by Lxxxxx, pursuant to the terms hereof, in accordance with the Takeover Rules, irrespective of whether any other conditions of the Offer are satisfied or not satisfied, (ii) after the date hereof an Acquisition Proposal with respect to Intentia was made or renewed and not withdrawn prior to the expiration of the acceptance period, and (iii) within 12 months following the expiration of the Acceptance Period an Acquisition Transaction with respect to Intentia is payable consummated or a definitive agreement for an Acquisition Transaction with respect to Intentia is entered into and subsequently consummated, Intentia shall pay to Lxxxxx the Intentia Termination Fee. (d) If (i) the Lxxxxx Special Meeting shall have been held and completed and the Stockholder Approval shall not have been obtained, (ii) after the date hereof an Acquisition Proposal with respect to Lxxxxx was made or renewed and not withdrawn prior to the Lxxxxx Special Meeting at which the Stockholder Approval shall not have been obtained, and (iii) within 12 months following the date on which the Lxxxxx Special Meeting is held an Acquisition Transaction with respect to Lxxxxx is consummated or a definitive agreement for an Acquisition Transaction with respect to Lxxxxx is entered into and subsequently consummated, Lxxxxx shall pay to Intentia the Lxxxxx Termination Fee. (e) If there has been a Intentia Change in Recommendation, which is not permitted pursuant to Section 11.03(a2.1(b)(2), or Intentia has breached in any material respect its obligations under Paragraph 2.1 above, Intentia shall pay to Lxxxxx the Intentia Termination Fee. (f) If there has been a Lxxxxx Change in Recommendation or if this Agreement is terminated by Lxxxxx has breached in any material respect its obligations under Paragraph 2.2 above, Lxxxxx shall pay to Intentia the Lxxxxx Termination Fee. (g) In no event shall either Parent or Weyerhaeuser pursuant party be required to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b)pay a termination fee more than once. Such reimbursement shall be paid (i) concurrently with Any payment of the Parent Termination Fee, if a Parent Lxxxxx Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 Intentia Termination Fee pursuant to this Paragraph 4 shall be made within one Business Day after such amount becomes payable by wire transfer of immediately available funds. (h) For purposes of this Section 11.03(b)4.3, the definition of Acquisition Transaction shall be the same as that set forth in Section 2.1(c) except that the references to each of 15 and 20 percent shall be increased in all three instances to 50 percent.

Termination Fees. (a) If:If this Agreement is terminated in writing by the Parties pursuant to Section 8.1 (a) hereof, the Parties shall take such steps as shall be specified in such mutual agreement. (b) If this Agreement is terminated by Buyer or Seller pursuant to Section 8.1 (b), then no Party shall have any further rights or obligations hereunder. (c) If this Agreement is terminated by Buyer pursuant to Section 8.1 (c) or Section 8.1(g) or by Buyer or Seller pursuant to Section 8.1 (d), then (i) Weyerhaeuser terminates this Agreement pursuant Seller shall promptly pay to Section 11.01(c)(ii); or Buyer, by wire transfer of immediately available funds to a bank account (or accounts) as shall have been designated in writing by Buyer to Seller, an amount (in U.S. Dollars) equal to the sum of (A) the Effective Escrow Deposit plus (B) the Seller Interest Payment plus (C) if applicable and not previously paid by Seller to the Escrow Agent, the Escrow Shortfall and (ii) either Parent or Weyerhaeuser terminates this Buyer and Seller shall instruct the Escrow Agent to disburse to Buyer, in accordance with the terms of the Escrow Agreement the following: the Effective Escrow Deposit, the Escrow Deposit and the Escrow Interest Amount; Buyer shall upon receipt of the above amount, at the cost of Buyer, release all liens on the Acquired Assets pursuant to Section 11.01(b)(ii) or the Security Agreement. In this regard, Seller agrees that the amounts payable to Buyer pursuant to this Section 11.01(b)(i8.3 (c) in circumstances where are fair and reasonable, are not penalties and are intended to compensate the Parent Stockholder Approval has not been obtained at losses expected to be incurred by Buyer as a result of the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i8.1 (c), a Parent Acquisition Proposal has been made prior Section 8.1 (d) or Section 8.1 (g), and Buyer and Seller Parties hereby accept and agree to the Parent Stockholders’ Meeting foregoing damage calculation. (d) If this Agreement is terminated by Buyer pursuant to Section 8.1 (e), then (i) Seller shall promptly pay to Buyer, by wire transfer of immediately available funds to a bank account (or accounts) as shall have been designated in writing by Buyer to Seller, an amount (in U.S. Dollars) equal to the sum of (A) the Effective Escrow Deposit plus (B) the Seller Interest Payment plus (C) if due, the Seller Late Decommission Payment plus (D) if applicable and not withdrawn more than five days prior previously paid by Seller to the vote Escrow Agent, the Escrow Shortfall and (ii) Buyer and Seller shall instruct the Escrow Agent to disburse to Buyer, in accordance with the terms of the holders Escrow Agreement, the Escrow Deposit and the Escrow Interest Amount, and Buyer shall upon receipt of Parent Common Stock or the above amount, at the cost of Seller, release all liens on the Acquired Assets pursuant to the Security Agreement. In this regard, Seller agrees that the amounts payable to Buyer pursuant to this Section 8.3 (2d) in are fair and reasonable, are not penalties and are intended to compensate the case losses expected to be incurred by Buyer as a result of a the termination of this Agreement pursuant to Section 11.01(b)(ii8.1 (e), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior Buyer and Seller Parties hereby accept and agree to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)foregoing damage calculation. (be) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser Seller pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting8.1 (f), then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of Seller shall be entitled (A) to retain the Parent Termination FeeEffective Escrow Deposit and (B) if applicable, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or be paid the Early Decommission Payment by Buyer and (ii) if applicable and not previously paid by Seller to the Escrow Agent, Seller shall pay to the Escrow Agent the Escrow Shortfall. Upon termination of this Agreement is terminated pursuant to Section 11.01(b)(ii8.1 (f) or Buyer shall, at Buyer's expense, release all liens on the Acquired Assets pursuant to the Security Agreement and the Escrow Agent shall release the Escrow Deposit and the Escrow Interest Amount to Buyer. In this regard, Buyer agrees that the amounts payable to Seller pursuant to this Section 11.01(b)(i8.3 (e) in circumstances where are fair and reasonable, are not penalties and reflect the Parent Stockholder Approval has not been obtained at parties' assessment and estimate of the Parent Stockholders’ Meeting, prior damages and losses reasonably payable to Seller as a result of the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b8.1 (f), and Buyer and Seller Parties hereby accept and agree to the foregoing amounts as liquidated damages.

Termination Fees. (a) If: The Company shall pay the Company Termination Payment to Acquisition Sub, by way of a wire transfer in immediately available funds to an account specified by Parent, if: (i) Weyerhaeuser terminates this Agreement pursuant to is terminated in the circumstances set out in Section 11.01(c)(ii7.02(a)(v) or Section 7.02(a)(vi); or or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) prior to the Meeting an Acquisition Proposal is publicly announced (1a “Public Acquisition Proposal”); (B) in the case of a Shareholders fail to approve this Agreement and the Transactions; and (C) during the period commencing on the date hereof and ending twelve (12) months following the termination of this Agreement pursuant to Section 11.01(b)(i), a Parent (X) an Acquisition Proposal has been made prior to is consummated by the Parent Stockholders’ Meeting and not withdrawn more than five days prior to Person who publicly announced the vote of the holders of Parent Common Stock Public Acquisition Proposal, or (2Y) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent Company enters into an a definitive agreement with respect to any Parent such Public Acquisition Proposal, or any Parent Proposal and that Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination subsequently consummated at any time thereafter (provided that for purposes of this AgreementSection 7.03(a)(ii), then references to “35% or more” in any such case Parent the definition of “Acquisition Proposal” shall pay be deemed references to Weyerhaeuser $20,000,000, less any amounts paid “50% or more”). Such payment shall be made by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in wire transfer of immediately available funds to an account designated by Weyerhaeuser. Such payment Parent and shall be due due: (xA) in the case of a termination specified in clause (i)) above, within five (5) Business Days after written notice following the termination of this Agreement but prior to or concurrently with termination by Weyerhaeuser or (y) in the case of a termination pursuant to Section 7.02(a)(vi); and (B) in the case of the circumstances specified in clause (ii)) above, at or prior to the earlier of the entering into of the agreement and or concurrently with the consummation of the transaction referred to thereinAcquisition Proposal. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to in the circumstances set out in Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting7.02(a)(vii), then the Company shall pay to Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid by wire transfer of immediately available funds within five (i5) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the Business Days following such termination of this Agreement an amount equal to the aggregate of all reasonable out of pocket costs and expenses incurred by Parent and its Affiliates in connection with the Transactions (including all reasonable fees and expenses of financial, legal, accounting and other advisors and of potential lenders) up to a maximum of $15,000,000 (the “Reimbursement Amount”). If after the payment of the Reimbursement Amount, the events set forth in Section 7.03(a)(ii) occur, the Company shall pay an amount equal to the difference between the Company Termination Payment and the Reimbursement Amount to the Parent in the manner provided for in the last paragraph of Section 7.03(a). (c) The Company irrevocably waives any right it may have to raise as a defense that the Company Termination Payment or within five Business Days after written notice of termination the Reimbursement Amount is excessive or punitive. In no event shall more than one Company Termination Payment by Weyerhaeuser, as the case may beCompany be payable. Parent and Acquisition Sub hereby agree that, upon any termination of this Agreement under circumstances where Parent is entitled to the Company Termination Payment or the Reimbursement Amount and such Company Termination Payment or the Reimbursement Amount is paid in full to Acquisition Sub, Parent and Acquisition Sub shall not be obligated precluded from any other remedy against the Company, at law or in equity or otherwise, and neither Parent nor Acquisition Sub shall seek to pay obtain any amounts in excess recovery, judgment, or damages of $10,000,000 pursuant to this Section 11.03(b).any kind, including consequential, indirect, or punitive damages, against the Company or any of the Company’s Subsidiaries or any of their respective directors, officers, employees, partners, managers, -44-

Termination Fees. (a) If: (i) Weyerhaeuser terminates If this Agreement is terminated by Twin Oaks pursuant to Section 11.01(c)(ii); or (ii7.1(e) either Parent hereof as a result of Ottawa’s willful or Weyerhaeuser terminates this Agreement pursuant intentional breach, in any material respect, of its representations or warranties or as a result of Ottawa’s willful or intentional failure to Section 11.01(b)(ii) perform, in any material respect, any of its covenants or pursuant to Section 11.01(b)(i) other agreements contained in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent Ottawa shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of Twin Oaks a termination specified in clause (i), within five Business Days after written notice fee of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)$122,500. (b) If a Parent Termination Fee this Agreement is payable terminated by (i) Ottawa pursuant to Section 11.03(a7.1(e) hereof as a result of Twin Oaks’ willful or if intentional breach, or willful or intentional failure to perform, in any material respect, its covenants contained in Section 5.1 hereof, or (ii) Twin Oaks pursuant to Section 7.1(h) hereof, then Twin Oaks shall pay Ottawa a termination fee of $250,000. (c) If after the date of this Agreement and prior to the termination of this Agreement a bona fide Acquisition Proposal shall have been made known to senior management of Twin Oaks or has been made directly to its members generally or any person shall have publicly announced (and not withdrawn) an Acquisition Proposal with respect to Twin Oaks and (i) thereafter this Agreement is terminated by either Parent Twin Oaks or Weyerhaeuser Ottawa pursuant to Section 11.01(b)(ii7.1(d) or pursuant and Twin Oaks shall have failed to Section 11.01(b)(i) in circumstances where obtain the Parent Stockholder Approval has not been obtained approval of this Agreement by Twin Oaks’ members at the Parent Stockholdersduly convened meeting of Twin Oaks’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with members or any adjournment or postponement thereof at which a vote on the approval of this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) was taken or (ii) if thereafter this Agreement is terminated by Ottawa pursuant to Section 7.1(f), and (iii) prior to the date this is twelve (12) months after the date of such termination, Twin Oaks enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then Twin Oaks shall pay Ottawa a termination fee of $250,000. (d) Except to the extent this Agreement is terminated pursuant to Section 11.01(b)(ii7.2(b), Section 7.2(c),or Section 7.2(e) or hereof, if this Agreement is terminated by Ottawa pursuant to Section 11.01(b)(i7.1(e) hereof as a result of Twin Oaks’ willful or intentional breach, in circumstances where any material respect, of its representations or warranties or as a result of Twin Oaks’ willful or intentional failure to perform, in any material respect, any of its covenants or other agreements contained in this Agreement, then Twin Oaks shall pay Ottawa a termination fee of $122,500. (e) If this Agreement is terminated by Ottawa pursuant to Section 7.1(e) hereof because Twin Oaks has experienced a Material Adverse Effect as identified by the Parent Stockholder Approval has not been obtained at preparation of the Parent Stockholders’ MeetingAudited Financial Statements, prior then Twin Oaks shall pay Ottawa a termination fee equal to the termination reasonable expenses Ottawa has incurred in connection with the preparation of this Agreement by Parent and any actions relating thereto or within five Business Days after written notice of termination by Weyerhaeuseras a result thereof, as the case may be. Parent shall not be obligated up to pay any amounts in excess a maximum of $10,000,000 pursuant to this Section 11.03(b)122,500.

Termination Fees. (a) If: In the event (i) Weyerhaeuser terminates this Agreement is terminated pursuant to Section 11.01(c)(ii7.1(d) or Section 7.1(e)(ii); or , (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant the Company, prior to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ MeetingMay 1, and 2008 (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, (B) conducts or participates in any activities or discussions with any parties other than Parent or Purchaser relating to a potential Acquisition Transaction, or (C) fails to promptly advise Parent under Section 5.9 of any Acquisition Proposal or Superior Offer that may be received by the Company or any Parent Acquisition Proposal is consummated, of its Affiliates after the date hereof and but prior to the expiration of 12 months following termination of this Agreement, then including the terms of the proposal, the identity of the inquirer or offeror, and the provision of all relevant documents, or (iii) the Company enters into a definitive agreement that subsequently results in any such case Parent an Acquisition Transaction prior to December 31, 2008, the Company shall pay to Weyerhaeuser Parent, a total break-up fee in the amount of one million dollars ($20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)1,000,000) (the “Parent "Company Termination Fee”") in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days payable after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)such Acquisition Transaction is consummated. (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where In the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if event this Agreement is terminated pursuant to Section 11.01(b)(ii7.1(e)(i) or pursuant to Section 11.01(b)(iand (ii) Parent and the Purchaser do not collectively have sufficient immediately available funds in circumstances where the Parent Stockholder Approval has not been obtained cash at the Parent Stockholders’ MeetingInitial Expiration Date, prior to at the termination closing of this Agreement by Parent the Offer or within five Business Days after written notice of termination by Weyerhaeuserat the Effective Time, as the case may be. , to acquire all of the shares of Company Common Stock validly tendered in the Offer and not withdrawn, to acquire all outstanding shares of Company Common Stock in the Merger, to perform Parent's and Purchaser's obligations hereunder and to pay the related fees and expenses, Parent shall not pay to the Company a fee in the amount of one million dollars ($1,000,000) (the "Parent Termination Fee") in immediately available funds payable after such termination of this Agreement. (c) The Company Termination Fee shall be paid by a cashier's check delivered by Company to the Parent within one (1) Business Day of such fee becoming due. The Parent Termination Fee shall be paid by a cashier's check delivered by Parent to the Company within one (1) Business Day of such fee becoming due. For the avoidance of doubt, in no event shall the Company be obligated to pay the Company Termination Fee or Parent be obligated to pay the Parent Termination Fee on more than one occasion. Except to the extent required by applicable law, neither the Company nor Parent shall withhold any amounts in excess of $10,000,000 pursuant to withholding taxes on any payment under this Section 11.03(b)7.5.

Termination Fees. (a) IfNotwithstanding any provision in this Agreement to the contrary if: (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement, any Acquisition Proposal (for purposes of this subsection, substituting 50% for the 20% threshold set forth in the definition of Acquisition Proposal) or the 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"), (B) this Agreement is terminated by Parent Purchaser or the Company pursuant to Section 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 five 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, concurrently with the consummation of the Qualifying Transaction, pay to Purchaser a fee of $45.0 million in cash (the "Break-Up Fee") (in any event net of any Purchaser Expense Reimbursement previously paid by the Company); (ii) this Agreement is terminated by the Company on or prior to the tenth Business Days after Day following the Solicitation Period End Date pursuant to Section 8.1(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 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 of termination by Weyerhaeuser, as was delivered pursuant to Section 6.5(e)(i) and the case may be. Parent Company shall not be obligated entitled to pay any amounts in excess of $10,000,000 the Excluded Party Break-Up Fee rather than the Break-Up Fee as required by Section 8.3(b)(iii) below if the Agreement is terminated by the Company pursuant to Section 8.1(c) 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 11.03(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), the Company shall pay to Purchaser, within two (2) days of such termination, the Break-Up Fee.

Termination Fees. (a) If: (i) Weyerhaeuser terminates In the event that this Agreement is terminated by the Purchaser pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (AParagraph 6.1(a)(ii) (1Change of Recommendation or Paragraph 6.1(a)(iv) in the case (Breach of a termination Representations and Warranties, Breach of this Agreement pursuant to Section 11.01(b)(iCovenants), a Parent Acquisition Proposal has been made prior then the Termination Fee shall be paid by the Corporation to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), Purchaser within five Business Days after written notice the date of termination such termination. The Corporation shall not be obliged to make more than one Termination Fee payment pursuant to this Paragraph 6.3(a). (b) In the event that this Agreement is terminated by Weyerhaeuser the Purchaser pursuant to Section 6.1, and, (A) prior to such termination, an Acquisition Proposal is made or publicly announced, or any Person publicly announces an intention (ywhether or not conditional or whether or not withdrawn) in to make such an Acquisition Proposal; and (B) within six (6) months of such termination, the case of Corporation enters into a termination specified in clause (ii)definitive agreement to complete, at or completes, the transactions contemplated by an Acquisition Proposal, then the Termination Fee shall be paid by the Corporation to the Purchaser, on or prior to the earlier of the entering into of the definitive agreement and or the consummation completion of the transaction Acquisition Proposal referred to thereinin Paragraph 6.3(b)(B). Parent Notwithstanding the foregoing, the Corporation shall not be obligated obliged to make more than one the Termination Fee payment pursuant to this Section 11.03(aParagraph 6.3(b) in the event that the Corporation shall have already made a Termination Fee payment pursuant to Paragraph 6.3(a). (bc) If In the event that the Corporation fails to pay the Termination Fee when due, the Corporation will also pay the costs and expenses, including legal fees, of the Purchaser in connection with the legal action to enforce this Agreement, together with interest on such Termination Fee, commencing on the date that such Termination Fee became due, at a Parent 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 payable pursuant paid in full within the prescribed time period, it shall be precluded from any other remedy against the Corporation and shall not seek to Section 11.03(a) obtain any recovery, judgment or if this Agreement is terminated by either Parent damages of any kind against the Corporation or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred Subsidiaries in connection with this Agreement and Agreement, provided, however, that this limitation shall not apply in the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment event of fraud committed by the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) Corporation or (ii) if any of its Subsidiaries or wilful breach by the Corporation of this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has (which breach and liability therefore shall not been obtained at the Parent Stockholders’ Meeting, prior to the be affected by termination of this Agreement by Parent or within five Business Days after written notice any payment of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(bTermination Fee).

Termination Fees. (a) If: In the event (i) Weyerhaeuser terminates this Agreement is terminated pursuant to Section 11.01(c)(ii7.1(d) or Section 7.1(e)(ii); or , (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant the Company, prior to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ MeetingMay 1, and 2008 (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, (B) conducts or participates in any activities or discussions with any parties other than Parent or Purchaser relating to a potential Acquisition Transaction, or (C) fails to promptly advise Parent under Section 5.9 of any Acquisition Proposal or Superior Offer that may be received by the Company or any Parent Acquisition Proposal is consummated, of its Affiliates after the date hereof and but prior to the expiration of 12 months following termination of this Agreement, then 39 including the terms of the proposal, the identity of the inquirer or offeror, and the provision of all relevant documents, or (iii) the Company enters into a definitive agreement that subsequently results in any an Acquisition Transaction prior to December 31, 2008, the Company shall pay to Parent, a total break-up fee in the amount of one million dollars ($1,000,000) (the “Company Termination Fee”) in immediately available funds payable after such Acquisition Transaction is consummated. (b) In the event this Agreement is terminated pursuant to Section 7.1(e)(i) and (ii) Parent and the Purchaser do not collectively have sufficient immediately available funds in cash at the Initial Expiration Date, at the closing of the Offer or at the Effective Time, as the case may be, to acquire all of the shares of Company Common Stock validly tendered in the Offer and not withdrawn, to acquire all outstanding shares of Company Common Stock in the Merger, to perform Parent’s and Purchaser’s obligations hereunder and to pay the related fees and expenses, Parent shall pay to Weyerhaeuser the Company a fee in the amount of one million dollars ($20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)1,000,000) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment payable after such termination of this Agreement. (c) The Company Termination Fee shall be due (x) in the case of paid by a termination specified in clause (i), within five Business Days after written notice of termination cashier’s check delivered by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior Company to the earlier Parent within one (1) Business Day of such fee becoming due. The Parent Termination Fee shall be paid by a cashier’s check delivered by Parent to the entering into Company within one (1) Business Day of such fee becoming due. For the agreement and avoidance of doubt, in no event shall the consummation of the transaction referred to therein. Parent shall not Company be obligated to make pay the Company Termination Fee or Parent be obligated to pay the Parent Termination Fee on more than one occasion. Except to the extent required by applicable law, neither the Company nor Parent shall withhold any withholding taxes on any payment pursuant to under this Section 11.03(a)7.5. (bd) If a Parent The payment of the Company Termination Fee provided under this Section 7.5 is payable pursuant the sole and exclusive remedy available to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant and Purchaser against the Company with respect to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b)in the circumstances where it is payable. Such reimbursement shall be paid (i) concurrently with The payment of the Parent Termination Fee, if a Fee provided under this Section 7.5 is the sole and exclusive remedy available to the Company against Parent Termination Fee is payable pursuant and Purchaser with respect to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) and the Transactions in the circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)it is payable.

Termination Fees. (a) If: In the event that this Agreement is terminated (i) Weyerhaeuser terminates this Agreement by Seller pursuant to Section 11.01(c)(ii); or 9.1(c)(ii) based on the failure of the condition to Seller’s obligations to consummate the transactions contemplated hereby set forth in Section 7.2(a) (other than the failure of such condition relating to any untruth or inaccuracy of any representation or warranty as of any date deemed made other than the date hereof) or Section 7.2(b) to reasonably be cured prior to the Outside Date or (ii) either Parent or Weyerhaeuser terminates this Agreement by Seller pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) 9.1(c)(iii), then in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meetingsuch event, and Buyer shall pay Seller a termination fee in an aggregate amount of Five Million Dollars (A$5,000,000) (1) in the case of a “Buyer Termination Fee”). Upon any termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior giving rise to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote payment of the holders Buyer Termination Fee, within one (1) Business Day following such termination, Buyer shall pay the Buyer Termination Fee to Seller. Upon the payment of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii)Buyer Termination Fee, a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior neither SK nor Buyer shall have any further Liability relating to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination arising out of this Agreement, then any other Contract contemplated hereby or the transactions contemplated hereby or thereby, whether at law or equity, in any such case Parent contract, in tort or otherwise. For the avoidance of doubt, in no event shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not Buyer be obligated to make pay, or cause to be paid, the Buyer Termination Fee on more than one payment pursuant to this Section 11.03(a)occasion. (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if In the event that this Agreement is terminated (i) by either Parent or Weyerhaeuser Buyer pursuant to Section 11.01(b)(ii9.1(b)(ii) based on the failure of the condition to Buyer’s obligations to consummate the transactions contemplated hereby set forth in Section 7.1(a) (other than the failure of such condition relating to any untruth or inaccuracy of any representation or warranty as of any date deemed made other than the date hereof) or pursuant Section 7.1(b) to Section 11.01(b)(i) in circumstances where reasonably be cured prior to the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ MeetingOutside Date, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated by Seller pursuant to Section 11.01(b)(ii9.1(c)(iv), then in such event, Seller shall pay Buyer a termination fee in an aggregate amount of Five Million Dollars ($5,000,000) or pursuant to Section 11.01(b)(i) in circumstances where (the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the “Seller Termination Fee”). Upon any termination of this Agreement by Parent or giving rise to the payment of the Seller Termination Fee, within five one (1) Business Days after written notice of Day following such termination by Weyerhaeuser, as (in the case may beof clause (i) above) or simultaneously with such termination (in the case of clause (ii) above), Seller shall pay the Seller Termination Fee to Buyer. Parent Upon the payment of the Seller Termination Fee, neither Seller nor any of its Subsidiaries (including Newco) shall not have any further Liability relating to or arising out of this Agreement, any other Contract contemplated hereby or the transactions contemplated hereby or thereby, whether at law or equity, in contract, in tort or otherwise. For the avoidance of doubt, in no event shall Seller be obligated to pay any amounts in excess of $10,000,000 pursuant pay, or cause to this Section 11.03(b)be paid, the Seller Termination Fee on more than one occasion.

Termination Fees. (a) If: (i) Weyerhaeuser terminates In the event that this Agreement is terminated by Parent pursuant to Section 11.01(c)(ii9.01(b)(ii) (Company Non-Solicitation Breach; Company Adverse Recommendation Change); or, then the Company shall pay the Company Termination Fee to Parent in cash by wire transfer of immediately available funds within two (2) Business Days following such termination; (iib) either Parent or Weyerhaeuser terminates In the event that this Agreement is terminated by the Company pursuant to Section 11.01(b)(ii9.01(c)(ii) or (Company Superior Proposal), then the Company shall pay the Company Termination Fee to Parent in cash by wire transfer of immediately available funds concurrently with such termination and any purported termination pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A9.01(c)(ii) (1Company Superior Proposal) in shall be of no force or effect until such payment is made. (c) In the case of a termination of event that this Agreement is terminated by Parent or the Company pursuant to Section 11.01(b)(i9.01(d)(iii) (Company Stockholder Approval), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of termination the Company Board or any committee thereof has not made a Company Adverse Recommendation Change, then the Company shall pay the Company Termination Fee to Parent Stockholders’ Meeting and that is in cash by wire transfer of immediately available funds not withdrawn more later than five days prior two (2) Business Days following such termination. (d) Subject to clause (b) of Section 9.02, Parent’s right to receive the vote one-time payment of the holders Company Termination Fee from the Company as provided in this Section 9.03 shall be the sole and exclusive remedy available to Parent or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives against the Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the Contemplated Transactions in the event that this Agreement is terminated and Parent Common Stock and receives the Company Termination Fee in accordance with Section 9.03, and, upon such payment of the Company Termination Fee, (Bi) in no event may Parent enters into an agreement or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives seek to recover any other money damages or seek any other remedy based on a claim in Law or equity with respect to any Parent Acquisition Proposalloss suffered, directly or any Parent Acquisition Proposal is indirectly, as a result of the failure of the Merger to be consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay Liabilities or obligations arising under this Agreement, or any claims or actions arising out of or relating to Weyerhaeuser $20,000,000any breach, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case termination or failure of a termination specified in clause (i)or under this Agreement, within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause and (ii), at or prior to the earlier ) none of the entering into Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further Liability relating to or arising out of this Agreement or the Contemplated Transactions other than in respect of the agreement Surviving Provisions, the Confidentiality Agreement and the consummation Clean Team Agreement. For the avoidance of doubt, Parent may seek specific performance to cause the Company to consummate the Contemplated Transactions in accordance with Section 10.12 or the payment of the transaction referred to therein. Parent shall not be obligated to make more than one payment Company Termination Fee or any unpaid portion thereof pursuant to this Section 11.03(a)9.03, but in no event shall Parent be entitled to both (x) equitable relief ordering the Company to consummate the Contemplated Transactions in accordance with Section 10.12 and (y) the payment of the Company Termination Fee pursuant to this Section 9.03. For the avoidance of doubt, under no circumstance shall the Company be required to pay the Company Termination Fee on more than one occasion. (be) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if In the event that this Agreement is terminated by either Parent or Weyerhaeuser the Company pursuant to Section 11.01(b)(ii9.01(c)(iii) or pursuant to Section 11.01(b)(i) in circumstances where the (Parent Stockholder Approval has not been obtained at the Non-Solicitation; Parent Stockholders’ MeetingAdverse Recommendation Change), then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred pay the Parent Termination Fee to the Company in connection with cash by wire transfer of immediately available funds within two (2) Business Days following such termination. (f) In the event that this Agreement and the Transactions and not otherwise reimbursed is terminated by Parent pursuant to Section 9.14(b9.01(b)(iii) (Parent Superior Proposal). Such reimbursement , then Parent shall pay the Parent Termination Fee to the Company in cash by wire transfer of immediately available funds concurrently with such termination and any purported termination pursuant to Section 9.01(b)(iii) (Parent Superior Proposal) shall be paid of no force or effect until such payment is made. (ig) concurrently with In the event that this Agreement is terminated by Parent or the Company pursuant to Section 9.01(d)(iv) (Parent Stockholder Approval), then Parent shall pay the Parent Termination Fee to the Company in cash by wire transfer of immediately available funds not later than two (2) Business Days following such termination. (h) Subject to clause (b) of Section 9.02, the Company’s right to receive the one-time payment of the Parent Termination FeeFee from Parent as provided in this Section 9.03 shall be the sole and exclusive remedy available to the Company or any of its former, if a current or future equityholders, directors, officers, Affiliates, agents or Representatives against Parent Termination Fee is payable pursuant or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to Section 11.03(a) or (ii) if this Agreement and the Contemplated Transactions in the event that this Agreement is terminated and the Company receives the Parent Termination Fee in accordance with this Section 9.03, and, upon such payment of the Parent Termination Fee (i) in no event may the Company or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives seek to recover any other money damages or seek any other remedy based on a claim in Law or equity with respect to any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, the termination of this Agreement, any Liabilities or obligations arising under this Agreement, or any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (ii) none of Parent or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further Liability relating to or arising out of this Agreement or the Contemplated Transactions other than in respect of the Surviving Provisions, the Confidentiality Agreement and the Clean Team Agreement. For the avoidance of doubt, the Company may seek specific performance to cause Parent to consummate the Contemplated Transactions in accordance with Section 10.12 or the payment of the Parent Termination Fee pursuant to this Section 9.03, but in no event shall the Company be entitled to both (x) equitable relief ordering Parent to consummate the Contemplated Transactions in accordance with Section 10.12 and (y) the payment of the Parent Termination Fee pursuant to this Section 9.03. For the avoidance of doubt, under no circumstance shall Parent be required to pay the Parent Termination Fee on more than one occasion. (i) As used in this Agreement, “Company Termination Fee” shall mean $120,000,000 (one hundred and twenty million dollars); provided, however, that (i) in the event the Company Termination Fee becomes payable as a result of the termination of this Agreement (x) by the Company during the Window Shop Period pursuant to Section 11.01(b)(ii9.03(b) in order to enter into a definitive agreement with respect to a Company Superior Proposal by a Company Excluded Party, or (y) by Parent pursuant to Section 11.01(b)(i9.03(a) in circumstances where response to a Company Adverse Recommendation Change effected during the Parent Stockholder Approval has not been obtained at Window Shop Period in compliance with Section 7.04(b) with respect to a Company Superior Proposal by a Company Excluded Party then, in the Parent Stockholders’ Meetingcase of either of the immediately preceding clauses (x) or (y), prior to the Company Termination Fee shall mean $75,000,000 (seventy five million dollars); and (ii) in the event the Company Termination Fee becomes payable as a result of the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 either Party pursuant to this Section 11.03(b9.01(d)(iii) (Company Stockholder Approval) and no Company Adverse Change Recommendation shall have occurred prior to such termination in accordance with Section 7.04(b) or Section 7.04(c), the Company Termination Fee shall mean $60,000,000 (sixty million dollars).

Termination Fees. 77 (a) If: (iIf this Agreement is terminated by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) Weyerhaeuser terminates or Section 6.1(e) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i6.1(d), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or then, within two (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, Business Days after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case the Company shall cause to be paid to Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated (i)(A) by either Parent or Weyerhaeuser the Company pursuant to Section 11.01(b)(ii6.1(b) or Section 6.1(e) or (B) by Parent pursuant to Section 11.01(b)(i6.1(f) as a result of a breach of the Company’s covenants set forth in Section 4.2 or Section 4.4 and (ii)(A) at or prior to the date of such termination, any Person shall have publicly announced an intention to make a Company Acquisition Proposal, or a Company Acquisition Proposal shall have been publicly disclosed, publicly announced, or otherwise publicly commenced, submitted or made at least five (5) Business Days prior to the Company Stockholder Meeting (or at least five (5) Business Days prior to the date of termination, in the case of an applicable termination other than pursuant to Section 6.1(e)); and (B) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (1) a Company Acquisition Transaction is consummated or (2) a definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (it being understood that, for purposes of this clause “(B),” each reference to “twenty percent (20%)” in the definition of “Company Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “fifty percent (50%)”), then, within two (2) Business Days after the earlier of the consummation of such Company Acquisition Transaction or entering into a definitive agreement relating to a Company Acquisition Transaction, the Company shall cause to be paid to Parent the Termination Fee. (c) Any Termination Fee due and payable by the Company under this Section 6.3 shall be paid by wire transfer of cash in same-day funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable by the Company only once and not in duplication even though the Termination Fee may be payable by the Company under one or more provisions hereof. If the Company fails to pay the Termination Fee when due and payable by the Company, then the Company shall pay to Parent interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in circumstances where effect on the Parent Stockholder Approval has not been obtained at date such amount was originally required to be paid, and the Parent Stockholders’ Meeting, then Parent Company shall reimburse Weyerhaeuser for its pay the reasonable and documented out-of-pocket costs and expenses actually incurred (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken by Parent to collect payment. The parties agree that if the Termination Fee becomes payable by, and is paid by, the Company, then such Termination Fee shall be Parent’s sole and exclusive remedy for damages against the Company and its Affiliates and its and their Representatives in connection with this Agreement Agreement, and in no event in which the Transactions Termination Fee becomes payable by, and not is paid by, the Company, will Parent or any other Person seek to recover any other money damages or seek any other remedy from the Company or any other Person based on a claim in law or equity or otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement in connection with this Agreement; provided, that nothing contained herein shall be paid relieve any party from liability for any actual, common law fraud or Willful Breach. (id) concurrently with payment Each of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) parties acknowledges that the agreements contained in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)6.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the parties would not enter into this Agreement.

Termination Fees. Steinway has agreed to pay Parent a termination fee of $13,350,000 in cash (the “Company Termination Fee”), if the Merger Agreement is terminated: • (i) (a) If: either by Parent or Steinway because (ix) Weyerhaeuser terminates this the Effective Time has not occurred before the Termination Date or (y) the Offer Termination has occurred or (b) by Parent because (x) of an uncured material breach of Steinway’s representations, warranties, covenants or other agreements set forth in the Merger Agreement pursuant or (y) the board of directors of Steinway has made an Adverse Recommendation Change or failed to Section 11.01(c)(ii); or publicly reaffirm the Company Recommendation within seven business days of receipt of a written request by Parent to provide such reaffirmation following a publicly known Competing Proposal and (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii(a) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Competing Proposal has been made to Steinway after the date of the Merger Agreement and publicly announced and has not been withdrawn prior to the Parent Stockholders’ Meeting termination of the Merger Agreement, and not withdrawn more than five days (b) within 12 months of the termination of the Merger Agreement, Steinway (x) enters into a definitive agreement for the consummation of a Competing Proposal and such Competing Proposal is subsequently consummated (regardless of whether such consummation occurs within the 12 month period) or (y) consummates a Competing Proposal (provided, however, that the references to “15%” in the definition of Competing Proposal shall be deemed to be references to “50%”); Table of Contents • by Steinway because prior to the vote Offer Closing the board of the holders directors of Parent Common Stock or (2) in the case of Steinway has determined to enter into a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an definitive agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions described above in the section “— Acquisition Proposals;” • by Parent because Steinway has entered into an Alternative Acquisition Agreement; • by Parent because Steinway or any of its subsidiaries has materially breached the terms and conditions described above in the section “— Acquisition Proposals;” or • by Parent Acquisition because the board of directors of Steinway has made an Adverse Recommendation Change or failed to publicly reaffirm the Company Recommendation within seven business days of receipt of a written request by Parent to provide such reaffirmation following a publicly known Competing Proposal. Notwithstanding the foregoing, the Company Termination Fee shall equal an amount equal to $6,675,000 if the Company Termination Fee becomes payable by Steinway in connection with a Competing Proposal from, or any an Alternative Acquisition Agreement with, an Excluded Party that did not submit a written indication of interest, proposal or offer for Steinway in accordance with Steinway’s process letter to Sponsor dated June 3, 2013 or similar letter. Steinway has agreed to pay Parent Acquisition Proposal or its designees all of the out-of-pocket fees and expenses incurred by Parent, Purchaser and their respective affiliates in connection with the Transactions, including the financing (the “Parent Expenses”), up to $2,000,000 in the aggregate, if Steinway or Parent terminates the Merger Agreement in connection with an Offer Termination; provided, that Steinway shall not be required to pay the Parent Expenses if Parent or Purchaser is consummatedin material breach of the Merger Agreement or Steinway is entitled to the Reverse Termination Fee. Parent has agreed to pay a reverse termination fee of $31,150,000 in cash (the “Reverse Termination Fee”) if the Merger Agreement is terminated by Steinway: • because all of the conditions to the Merger have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the closing of the Merger), after and Parent and Purchaser fail to consummate the Merger within two business days following the date hereof and the closing of the Merger should have occurred; or • because (i) all the Offer Conditions (other than the Financing Proceeds Condition, or in the event the Financing Proceeds Condition shall not have been waived at least five business days prior to the expiration of 12 months following termination the Offer, other than the Financing Proceeds Condition and Minimum Tender Condition), shall have been satisfied or waived as of this Agreement, then in any such case the expiration of the Offer and (ii) Parent shall pay have failed to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (consummate the “Parent Termination Fee”) in immediately available funds to an account designated by WeyerhaeuserOffer within two business days. Such payment shall be due (x) Notwithstanding the rights described below in the case section “— Availability of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior Specific Performance,” Steinway acknowledged and agreed that Xxxxxxxx’s right to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with receive payment of the Reverse Termination Fee as described in this section “— Termination Fees”, together with reimbursement of any applicable expenses, is the sole and exclusive remedy of Steinway against Parent, Purchaser, Guarantor (as defined below), the debt financing sources or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees for any loss suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise, and upon payment of such amount, none of Parent, Purchaser, Guarantor, the debt financing sources or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, employees, agents, affiliates or assignees shall have any further liability or obligation relating to or arising out of the Merger Agreement or the Transactions. The parties to the Merger Agreement agreed that Steinway is not entitled to specific performance, as described below in the section “— Availability of Specific Performance,” if Parent has paid in full, and Steinway has accepted, the Reverse Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b).

Termination Fees. (a) IfSeller shall reimburse Parent for (i) its costs and expenses related to entering into this Agreement and seeking to consummate the transactions contemplated by this Agreement, including fees and expenses payable to legal, accounting and financial advisors relating to the Merger and (ii) the costs and expenses, including legal fees and expenses, relating to the financing commitment of Parent to Seller, if: (i) Weyerhaeuser terminates Parent has terminated this Agreement pursuant to Section 11.01(c)(ii9.1(c); or (ii) either Parent or Weyerhaeuser terminates Seller has terminated this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a9.1(b)(ii). (b) If a In addition to any amount that may be payable to Parent Termination Fee is payable pursuant to Section 11.03(a9.3(a), Seller shall pay to Parent: (i) or $750,000 if (A) Parent has terminated this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii9.1(c)(i) because of a willful breach by Seller and at the time of such breach a Third Party shall have made, or disclosed an intention to make, an Acquisition Proposal, (B) Parent has terminated this Agreement pursuant to Section 11.01(b)(i9.1(c)(ii), (C) in circumstances where the Parent Stockholder Approval or Seller has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with terminated this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i9.1(d)(iii) concurrently with payment and at the time of the Parent Termination Feeevent giving rise to such termination a Third Party shall have made, if a Parent Termination Fee is payable or disclosed an intention to make, an Acquisition Proposal, or (D) Seller has terminated this Agreement pursuant to Section 11.03(a9.1(b)(ii) or upon entering into an agreement with a Third Party other than PMC to consummate a Qualified Acquisition Proposal, provided that there shall be credited any amount paid pursuant to Section 9.3(a); or (ii) $1,500,000 if (A) Parent has terminated this Agreement is terminated pursuant to Section 11.01(b)(ii9.1(c)(i) because of a willful breach by Seller or Section 9.1(e)(ii) and prior thereto or within 12 months thereafter Seller enters into an agreement to consummate or consummates an Acquisition Proposal with PMC, (B) Parent or Seller has terminated this Agreement pursuant to Section 11.01(b)(i9.1(d)(iii) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and prior to the termination of this Agreement by Parent thereto or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b).12 months thereafter Seller enters

Termination Fees. TOK agrees to pay Courtland in cash (on the date of the occurrence of any event below) the amount of $50,000 (the “TOK Termination Fee”) if: (a) If:the board of directors of TOK fails to positively recommend, or changes, withdraws or modifies (in a manner materially adverse to the likelihood of a favorable vote) its recommendation to TOK Stockholders to vote in favor of the Merger; (ib) Weyerhaeuser terminates this Agreement pursuant the board of directors of TOK fails to Section 11.01(c)(iireaffirm its approval or recommendation of the Merger upon request of Courtland, or upon an Acquisition Proposal being announced, proposed, offered or made, publicly to either the TOK Stockholders or TOK (such affirmation must be made within 5 business days of such request being made); or; (iic) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent TOK enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent a Superior Proposal (other than a confidentiality agreement pursuant to Section 8.4); or (d) if: (i) a bona fide Acquisition Proposal (or bona fide intention to make one) is consummatedmade or announced publicly, after the date hereof by any third party (other than Courtland or its affiliates and associates); (ii) such Acquisition Proposal has not been withdrawn or expired prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier date of the entering into of TOK Meeting; (iii) the agreement TOK Meeting is held and the consummation Merger is not approved by the required majority of TOK Stockholders at such TOK Meeting; (iv) the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii10.1(d) or pursuant Section 10.2(d); and (v) TOK enters into an agreement that constitutes an Acquisition Proposal (of any kind) with the party making such Acquisition Proposal (of any kind) or an Acquisition Proposal is completed with such party, in either case within 12 months from the date of such termination. Xxxxxxxxx agrees to Section 11.01(b)(ipay TOK in cash (on the date of the occurrence of any event below) in circumstances where the Parent Stockholder Approval has not been obtained at amount of $100,000 (the Parent Stockholders’ Meeting“Courtland Termination Fee”) if, prior provided that all of Courtland’s conditions precedent to the termination completion of the Merger have been satisfied or waived, Courtland elects not to complete the Merger and is not entitled to rely on any of the exceptions to its obligation to complete the Merger set forth in this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)Agreement.

Termination Fees. (a) IfIn the event that: (i) Weyerhaeuser terminates (A) this Agreement is terminated by the Buyer pursuant to Section 11.01(c)(ii9.1(c)(i), and prior to the breach giving rise to such right of termination, a bona fide Acquisition Proposal has been publicly announced, disclosed or otherwise communicated, and such Acquisition Proposal has not been withdrawn and (B) within 12 months after the date of such termination, a transaction in respect of an Acquisition Proposal is consummated or the Seller enters into a definitive agreement in respect of an Acquisition Proposal that is later consummated which, in each case, need not be the same Acquisition Proposal that shall have been made, publicly disclosed or communicated prior to termination hereof; (ii) this Agreement is terminated by the Buyer pursuant to Section 9.1(c)(ii); or (iiiii) either Parent or Weyerhaeuser terminates this Agreement is terminated by the Seller pursuant to Section 11.01(b)(ii9.1(d)(iii); (b) then, in any such event, the Seller shall pay to the Buyer a termination fee of $1,500,000 (the “High Termination Fee”), it being understood that in no event shall the Seller be required to pay the High Termination Fee on more than one occasion. Payment of the High Termination Fee shall be made by wire transfer of same day funds to the account or pursuant to Section 11.01(b)(iaccounts designated by the Buyer (i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meetingtime of consummation of any transaction contemplated by an Acquisition Proposal, and (A) (1) in the case of a High Termination Fee payable pursuant to Section 9.3(a)(i), (ii) as promptly as reasonably practicable after termination (and, in any event, within two Business Days thereof), in the case of termination by the Buyer pursuant to Section 9.1(c)(ii), and (iii) at the time of termination, in the case of termination by the Seller pursuant to Section 9.1(d)(iii). (c) In the event that this Agreement is terminated by the Seller or the Buyer pursuant to Section 9.1(b)(iii), then the Seller shall pay to the Buyer a termination fee of $500,000 (the “Low Termination Fee”). Payment of the Low Termination Fee shall be made by wire transfer of same day funds to the account or accounts designated by the Buyer (i) as promptly as reasonably practicable after termination (and, in any event, within two Business Days thereof), in the case of termination by the Buyer, and (ii) at the time of termination, in the case of termination by the Seller. (d) In the event that (A) this Agreement is terminated by the Seller or the Buyer pursuant to Section 9.1(b)(iii), and prior to the Stockholder Meeting, an Acquisition Proposal has been publicly announced, disclosed or otherwise communicated, and such Acquisition Proposal has not been withdrawn and (B) within 12 months after the date of such termination, a transaction in respect of such Acquisition Proposal or an Acquisition Proposal with the same Person or an Affiliate of that Person that made the Acquisition Proposal referenced in clause (A) is consummated or the Seller enters into a definitive agreement in respect of such Acquisition Proposal or an Acquisition Proposal with the same Person or an Affiliate of that Person that made the Acquisition Proposal referenced in clause (A) that is later consummated; then, in any such event, the Seller shall pay to the Buyer a termination fee in an amount equal to the High Termination Fee minus the Low Termination Fee. Payment of the fee shall be made by wire transfer of same day funds to the account or accounts designated by the Buyer at the time of consummation of any transaction contemplated by such Acquisition Proposal. (e) In the event that this Agreement is terminated by the Buyer pursuant to Section 9.1(c)(iv), then the Buyer shall pay to the Seller a termination fee of $500,000 (the “Buyer Termination Fee”). Payment of the Buyer Termination Fee shall be made (by wire transfer of same day funds to the account or accounts designated by the Seller) within five Business Days following the date of the termination of this Agreement pursuant to Section 11.01(b)(i9.1(c)(iv). (f) In the event that this Agreement is terminated by the Seller or the Buyer pursuant to Section 9.1(b)(ii) as a result of any writ, order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) by a Parent Acquisition Proposal has been made prior Governmental Authority to prevent the consummation of any of the transactions contemplated by this Agreement as violative of any applicable Law regarding antitrust or competition, the Buyer shall pay to the Parent Stockholders’ Meeting and not withdrawn more than five days prior Seller the Buyer Termination Fee. Payment of the Buyer Termination Fee shall be made (by wire transfer of same day funds to the vote account or accounts designated by the Seller) within five Business Days following the date of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then in any such case Parent shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a9.1(b)(ii). (g) Each of the Buyer and the Seller acknowledges that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, the other party would not enter into this Agreement. In consideration of the above: (i) If the Seller fails promptly to pay any amounts due pursuant to Sections 9.3(a), (b) If or (c), and, in order to obtain such payment, the Buyer commences a Parent Termination Fee is payable pursuant to Section 11.03(asuit that results in a judgment against the Seller for the amounts set forth in Sections 9.3(a), (b) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant (c), the Seller shall pay to Section 11.01(b)(iithe Buyer its costs and expenses (including reasonable attorneys’ fees and expenses) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and such suit, together with interest on the Transactions and not otherwise reimbursed pursuant to Section 9.14(bamounts set forth in Sections 9.3(a). Such reimbursement shall be paid , (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(ab) or (iic) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where from the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the date of termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as at a rate per annum equal to the case may be. Parent shall not Prime Rate in effect on the date such payment was required to be obligated made. (ii) If the Buyer fails promptly to pay any amounts in excess of $10,000,000 due pursuant to Sections 9.3(e) or (f) and, in order to obtain such payment, the Seller commences a suit that results in a judgment against the Buyer for the amounts set forth in Sections 9.3(e) or (f), the Buyer shall pay to the Seller its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amounts set forth in Sections 9.3(e) or (f), from the date of termination of this Section 11.03(b)Agreement at a rate per annum equal to the Prime Rate in effect on the date such payment was required to be made.

Termination Fees. If this Agreement shall have been terminated pursuant to Sections 7.1(b) (PROVIDED, that in case of termination pursuant to Section 7.1(b) the conditions to the Tender Offer in clauses (a) If: and (ie) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(iiof Annex A shall be satisfied and the Minimum Condition shall be unsatisfied and at the time of such termination there shall have been publicly disclosed and not withdrawn or terminated an ASARCO Takeover Proposal); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii, 7.1(c), 7.1(d), 7.1(e)(i) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A7.1(h) (1) PROVIDED, that in the case of a termination of this Agreement pursuant to Section 11.01(b)(i7.1(h), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ ASARCO Shareholders Meeting an ASARCO Takeover Proposal shall have been publicly disclosed and that is not withdrawn more or terminated), then ASARCO shall promptly, but (except as otherwise provided in Section 7.1(d)) no event less than five two business days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination of this Agreement, then pay Parent a fee equal to $40 million (the "Termination Fee"), payable by wire transfer of same day funds; PROVIDED, HOWEVER, that no ASARCO Termination Fee shall be payable to Parent pursuant to this paragraph unless and until within 18 months of such termination ASARCO or any of its Subsidiaries enters into any ASARCO Acquisition Agreement or consummates any ASARCO Takeover Proposal, except as provided otherwise in Section 7.1(d). For the purposes of the foregoing proviso the terms "ASARCO Acquisition Agreement" and "ASARCO Takeover Proposal" shall have the meanings assigned to such terms in Section 5.7, except that the reference to the "acquisition or purchase of a business or shares of any class of equity securities of ASARCO or any of its Subsidiaries" in the definition of "ASARCO Takeover Proposal" in Section 5.7 shall be deemed to be a reference to the "acquisition or purchase of a business that constitutes 20% or more of the net revenues, net income or the assets of ASARCO and its Subsidiaries, taken as a whole, or 20% of any class of equity securities of ASARCO or any of its Subsidiaries," in which event the Termination Fee shall be payable upon the first to occur of such case events. ASARCO acknowledges that the agreements contained in this Section 7.4(a) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if ASARCO fails promptly to pay the ASARCO Termination Fee, and, in order to obtain such payment, Parent commences a suit which results in a judgment against ASARCO for the ASARCO Termination Fee, ASARCO shall pay to Weyerhaeuser $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)its costs and expenses (including attorneys' fees and expenses) (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement such suit, together with interest on the amount of the ASARCO Termination Fee and the Transactions and not otherwise reimbursed pursuant prime rate of Citibank N.A. in effect on the date such payment was required to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)made.

Termination Fees. (a) If: If this Agreement is terminated by Parent pursuant to Section 8.3(a) hereof, then the Company shall pay to Parent as liquidated damages (by wire transfer of immediately available funds), within two (2) Business Days after such termination the sum of: (i) Weyerhaeuser terminates a termination fee of a dollar amount equal to $2.0 million (the “Company Termination Fee”), plus, (ii) Parent’s Expenses actually incurred by Parent on or prior to the termination of this Agreement. (b) If this Agreement is terminated by the Company pursuant to Section 8.2(c) hereof at any time at which Parent would have been permitted to terminate this Agreement pursuant to Section 11.01(c)(ii8.3(a); or , then the Company shall pay to Parent as liquidated damages (by wire transfer of immediately available funds), at or prior to such termination the sum of: (i) the Company Termination Fee, plus, (ii) either Parent’s Expenses actually incurred by Parent on or Weyerhaeuser terminates prior to the termination of this Agreement. (c) If this Agreement is terminated by Parent pursuant to Section 11.01(b)(ii8.3(c) hereof, then the Company shall pay to Parent as liquidated damages (by wire transfer of immediately available funds), at or prior to such termination the sum of: (i) the Company Termination Fee, plus, (ii) Parent’s Expenses actually incurred by Parent on or prior to the termination of this Agreement. (d) If this Agreement is terminated (i) by Parent pursuant to Section 11.01(b)(i8.3(b) hereof or (ii) by the Company or Parent pursuant to Section 8.2(a) or Section 8.2(c) hereof and, in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meetingcase of clauses (i) and (ii) immediately above, and (A) prior to such termination (in the case of termination pursuant to Section 8.2(a) or Section 8.3(b)) or prior to the Company Stockholders Meeting (in the case of termination pursuant to Section 8.2(c)), a Takeover Proposal shall (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i8.2(c), a Parent Acquisition Proposal has have been made prior to the Parent Stockholders’ Meeting publicly disclosed and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii8.2(a) or Section 8.3(b), a Parent Acquisition Proposal has have been made that is either publicly disclosed or otherwise becomes publicly known prior to made or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior communicated to the vote of Company or the holders of Parent Common Stock Company Board, and not withdrawn, and (B) Parent enters within twelve (12) months following the date of such termination of this Agreement, the Company shall have entered into an a definitive agreement with respect to any Parent Acquisition Takeover Proposal, or any Parent Acquisition Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is consummatedthe same as the original Takeover Proposal made, after communicated or publicly disclosed), then in any such event the date hereof Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Company Termination Fee, plus, Xxxxxx’s Expenses actually incurred by Parent on or prior to the expiration termination of 12 this Agreement (it being understood for all purposes of this Section 8.6(d), all references in the definition of Takeover Proposal to 15% shall be deemed to be references to “50%” instead). If a Person (other than Parent) makes a Takeover Proposal that has been publicly disclosed and subsequently withdrawn prior to such termination or the Company Stockholders Meeting, as applicable, and, within twelve (12) months following the date of the termination of this Agreement, then such Person or any of its controlled Affiliates makes a Takeover Proposal that is publicly disclosed, such initial Takeover Proposal shall be deemed to have been “not withdrawn” for purposes of clauses (1) and (2) of this paragraph (e). (e) If this Agreement is terminated by the Company or Parent pursuant to Section 8.2(a) or by the Company pursuant to Section 8.4(a), and (i) this Agreement, the Merger and the other transactions contemplated hereby shall not have been approved by PURA as a result of PURA requiring, as a condition of its approval, any modification in any respect of the composition of the board of trustees of Eversource, and (ii) all other conditions set forth in Article VI have been and remain fully satisfied (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to such case conditions being capable of being satisfied at the Closing as of such date), then Parent shall pay to Weyerhaeuser the Company as liquidated damages (by wire transfer of immediately available funds), within two (2) Business Days after such termination a termination fee of $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) 500,000 (the “Parent Termination Fee”) in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a). (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b).

Termination Fees. (a) If: (i) Weyerhaeuser terminates In the event that this Agreement is terminated by the Company pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) (1) in the case of a termination of this Agreement pursuant to Section 11.01(b)(i8.1(d)(ii), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii)then, a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after on the date hereof and prior to of termination, the expiration of 12 months following termination of this Agreement, then in any such case Parent Company shall pay or cause to Weyerhaeuser be paid to Parent (or its designees) an amount in cash equal to $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) 50,000,000 (the “Parent Termination Fee”) in by wire transfer of immediately available funds to an account designated in writing by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)Parent. (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if In the event that this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii8.1(c)(ii), then the Company shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (c) In the event that this Agreement is terminated: (i) by Parent or the Company pursuant to Section 11.01(b)(i8.1(b)(i) (other than in circumstances in which Parent is required to pay the Regulatory Fee pursuant to Section 8.3(d)(iii) in respect of such termination) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement or a bona fide Acquisition Proposal has been communicated in writing to the Board of Directors of the Company by any Person after the date of this Agreement, and in either case, not withdrawn prior to such termination; (ii) by Parent or the Company pursuant to Section 8.1(b)(iii) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement and not withdrawn prior to such termination; or (iii) by Parent pursuant to Section 8.1(c)(i) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement or a bona fide Acquisition Proposal has been communicated in writing to the Board of Directors of the Company by any Person after the date of this Agreement, and in either case not withdrawn prior to such termination; and, in any such event, the Company enters into a definitive agreement with respect to any Acquisition Proposal with another Person or consummates any Acquisition Proposal (which need not be the same Acquisition Proposal described in any of clauses (i), (ii) or (iii) above) within twelve (12) months after such termination of this Agreement, then, on the date the Company enters into such definitive agreement or otherwise consummates such Acquisition Proposal (whichever first occurs), the Company shall pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(c), each reference to “20%” in the definition of “Acquisition Proposal” shall be deemed to be a reference to “50%.” (d) In the event that this Agreement is terminated (i) by the Company or Parent pursuant to Section 8.1(b)(ii) as a result of the issuance of an Order by any Governmental Entity or other action permanently restraining, enjoining or otherwise prohibiting the Merger under any Antitrust Law, (ii) by the Company pursuant to Section 8.1(d)(i) as a result of a breach by Parent or Merger Sub of Section 6.5, which breach results in the conditions set forth in Section 7.1(b) or Section 7.1(c) being incapable of being satisfied (but only, in the case of Section 7.1(b), if the failure to meet such condition is the result of any Antitrust Law or any Order permanently restraining, enjoining or otherwise prohibiting the Merger under any Antitrust Law); or (iii) by the Company or Parent pursuant to Section 8.1(b)(i) (in the case of termination by Parent, only under circumstances where in which the Parent Stockholder Approval Company has a concurrent right to terminate pursuant to Section 8.1(b)(i)) and as of the Initial Outside Date (or if the Initial Outside Date has been extended pursuant to Section 8.1(b)(i), then the Outside Date) (A) one or more of the conditions set forth in Section 7.1(b) or Section 7.1(c) has not been obtained satisfied (but only, in the case of Section 7.1(b), if the failure to meet such condition is the result of any Antitrust Law or any Order arising under any Antitrust Law) and (B) all of the other conditions set forth in Article VII have been satisfied or waived (except for those conditions that by their nature or terms can only be satisfied at the Closing, if such conditions were capable of being satisfied at the time of such termination), Parent Stockholders’ Meetingshall, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and within two (2) Business Days following the Transactions and not otherwise reimbursed pursuant date of such termination, pay or cause to Section 9.14(b). Such reimbursement shall be paid to the Company (or its designees) an amount in cash equal to $50,000,000 (the “Regulatory Fee”) by wire transfer of immediately available funds to an account designated in writing by the Company. (e) The parties agree and understand that in no event shall either the Company be required to pay the Termination Fee or Parent be required to pay the Regulatory Fee, as applicable, on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (i) concurrently with if Parent actually receives the Termination Fee from the Company pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives and none of the Parent Termination FeeCompany, if a Parent Termination Fee is payable pursuant any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to Section 11.03(a) or arising out of this Agreement or the transactions contemplated hereby, and (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Company actually receives the Regulatory Fee from Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)8.3, such payment shall be the sole and exclusive remedy of the Company against Parent and its Subsidiaries and their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives and none of Parent, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section 8.3(e) shall relieve the Company or Parent, as applicable, from any liabilities or damages resulting from any Willful Breach of this Agreement occurring prior to such termination. The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated hereby, and that, without these agreements, the parties would not enter into this Agreement, and that any amounts payable pursuant to this Section 8.3 do not constitute a penalty.

Termination Fees. (a) If: In the event that (i) Weyerhaeuser terminates this Agreement pursuant to Section 11.01(c)(ii); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where following the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, execution and (A) (1) in the case of a termination delivery of this Agreement pursuant to Section 11.01(b)(i), a Parent Acquisition Proposal has been made prior to the Parent Stockholders’ Meeting and not withdrawn more than five days prior to the vote of the holders of Parent Common Stock or (2) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent enters into an agreement with respect to any Parent Acquisition Proposal, or any Parent Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following 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 is thereafter terminated pursuant to Section 7.1(b) or Section 7.1(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 in any such case Parent the Company shall pay to Weyerhaeuser Parent (or its designee), within two (2) Business Days after the event in the preceding clause (iii) that triggers the obligation to such fee, a fee in the amount of $20,000,000, less any amounts paid by Parent to Weyerhaeuser pursuant to Section 11.03(b)) 78,240,000 -70- (the “Parent Termination FeeFee Amount”) payable in cash by wire transfer of immediately available funds to an account designated in writing by Weyerhaeuser. Such payment shall be due (x) in the case of a termination specified in clause (i), within five Business Days after written notice of termination by Weyerhaeuser or (y) in the case of a termination specified in clause (ii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)Parent. (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent or Weyerhaeuser pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where In the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred in connection with this Agreement and the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if event that this Agreement is terminated pursuant to Section 11.01(b)(ii7.1(g) or Section 7.1(h) the Company shall pay to Parent (or its designee), within two (2) Business Days after such termination, the Termination Fee Amount in cash by wire transfer of immediately available funds to an account designated in writing by Parent. (c) In the event that the Company intends to terminate this Agreement pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting7.1(i), prior as a condition to the effectiveness of such termination, the Company shall 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 by (including the Offer and the Merger), and that, without such provisions, Parent or within five Business Days after written notice of termination by Weyerhaeuserwould not have entered into this Agreement. Accordingly, as if the case may be. Parent Company shall not be obligated fail to pay any in a timely manner the amounts in excess of $10,000,000 due pursuant to this Section 11.03(b7.4, 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 replacement or substitution for, damages incurred in the event of any breach of this Agreement. (e) In the event that Parent shall terminate this Agreement pursuant to Section 7.1(g), payment of the Termination Fee Amount by the Company pursuant to Section 7.4(b) shall constitute liquidated damages, and in the event that Parent shall receive such Termination Fee Amount pursuant to Section 7.4(b), and the Company shall have no further liability under this Agreement.

Termination Fees. (a) IfThe Company shall pay the Company Termination Payment to Acquisition Sub, by way of a wire transfer in immediately available funds to an account specified by Parent, if: (i) Weyerhaeuser terminates this Agreement pursuant to is terminated in the circumstances set out in Section 11.01(c)(ii7.02(a)(v) or Section 7.02(a)(vi); or (ii) either Parent or Weyerhaeuser terminates this Agreement pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, and (A) prior to the Meeting an Acquisition Proposal is publicly announced (1a “Public Acquisition Proposal”); (B) in the case of a Shareholders fail to approve this Agreement and the Transactions; and (C) during the period commencing on the date hereof and ending twelve (12) months following the termination of this Agreement pursuant to Section 11.01(b)(i), a Parent (X) an Acquisition Proposal has been made prior to is consummated by the Parent Stockholders’ Meeting and not withdrawn more than five days prior to Person who publicly announced the vote of the holders of Parent Common Stock Public Acquisition Proposal, or (2Y) in the case of a termination of this Agreement pursuant to Section 11.01(b)(ii), a Parent Acquisition Proposal has been made that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Parent Stockholders’ Meeting and that is not withdrawn more than five days prior to the vote of the holders of Parent Common Stock and (B) Parent Company enters into an a definitive agreement with respect to any Parent such Public Acquisition Proposal, or any Parent Proposal and that Acquisition Proposal is consummated, after the date hereof and prior to the expiration of 12 months following termination subsequently consummated at any time thereafter (provided that for purposes of this AgreementSection 7.03(a)(ii), then references to “35% or more” in any such case Parent the definition of “Acquisition Proposal” shall pay be deemed references to Weyerhaeuser $20,000,000, less any amounts paid “50% or more”). Such payment shall be made by Parent to Weyerhaeuser pursuant to Section 11.03(b)) (the “Parent Termination Fee”) in wire transfer of immediately available funds to an account designated by Weyerhaeuser. Such payment Parent and shall be due due: (xA) in the case of a termination specified in clause (i)) above, within five (5) Business Days after written notice following the termination of this Agreement but prior to or concurrently with termination by Weyerhaeuser or (y) in the case of a termination pursuant to Section 7.02(a)(vi); and (B) in the case of the circumstances specified in clause (ii)) above, at or prior to the earlier of the entering into of the agreement and or concurrently with the consummation of the transaction referred to therein. Parent shall not be obligated to make more than one payment pursuant to this Section 11.03(a)Acquisition Proposal. (b) If a Parent Termination Fee is payable pursuant to Section 11.03(a) or if this Agreement is terminated by either Parent in the circumstances set out in Section 7.02(a)(vii), then the Company shall pay to Parent by wire transfer of immediately available funds within five (5) Business Days following such termination of this Agreement an amount equal to the aggregate of all reasonable out of pocket costs and expenses incurred by Parent and its Affiliates in connection with the Transactions (including all reasonable fees and expenses of financial, legal, accounting and other advisors and of potential lenders) up to a maximum of $15,000,000 (the “Reimbursement Amount”). If after the payment of the Reimbursement Amount, the events set forth in Section 7.03(a)(ii) occur, the Company shall pay an amount equal to the difference between the Company Termination Payment and the Reimbursement Amount to the Parent in the manner provided for in the last paragraph of Section 7.03(a). (c) The Company irrevocably waives any right it may have to raise as a defense that the Company Termination Payment or Weyerhaeuser pursuant to Section 11.01(b)(ii) the Reimbursement Amount is excessive or pursuant to Section 11.01(b)(i) in punitive. In no event shall more than one Company Termination Payment by the Company be payable. Parent and Acquisition Sub hereby agree that, upon any termination of this Agreement under circumstances where Parent is entitled to the Company Termination Payment or the Reimbursement Amount and such Company Termination Payment or the Reimbursement Amount is paid in full to Acquisition Sub, Parent Stockholder Approval has not been obtained and Acquisition Sub shall be precluded from any other remedy against the Company, at law or in equity or otherwise, and neither Parent nor Acquisition Sub shall seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Parent Stockholders’ MeetingCompany or any of the Company’s Subsidiaries or any of their respective directors, then Parent shall reimburse Weyerhaeuser for its out-of-pocket expenses actually incurred officers, employees, partners, managers, members, shareholders or Affiliates in connection with this Agreement and or the Transactions and not otherwise reimbursed pursuant to Section 9.14(b). Such reimbursement shall be paid (i) concurrently with payment of the Parent Termination Fee, if a Parent Termination Fee is payable pursuant to Section 11.03(a) or (ii) if this Agreement is terminated pursuant to Section 11.01(b)(ii) or pursuant to Section 11.01(b)(i) in circumstances where the Parent Stockholder Approval has not been obtained at the Parent Stockholders’ Meeting, prior to the termination of this Agreement by Parent or within five Business Days after written notice of termination by Weyerhaeuser, as the case may be. Parent shall not be obligated to pay any amounts in excess of $10,000,000 pursuant to this Section 11.03(b)transactions contemplated hereby.