Common use of Termination Fees Clause in Contracts

Termination Fees. (a) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transaction. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In If, but only if, the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement.by: (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by either Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i7.1(d)(i) and (solely with respect to a breach or failure to perform a covenant), (iiA) a Takeover Competing Proposal shall have has been publicly disclosed or made to the Company after the date hereof and has not publicly been withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date termination of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meetingthis Agreement, and (iiiB) within twelve (12) months after the termination of the date this Agreement is terminatedAgreement, the Company (1) enters into a Company Acquisition Agreement definitive agreement for the consummation of a Competing Proposal and such Competing Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12) month period) or (2) consummates a Takeover Competing Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with the consummation of such transaction arising from such Competing Proposal (provided provided, however, that for purposes of clause (iii) of this Section 7.3(c7.3(a)(i), the references to “15twenty percent (20%)” in the definition of Takeover Competing Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 7.1(c)(ii), then the Company shall pay pay, or cause to be paid as directed by paid, to Parent the Company Termination Fee on the earlier of the date of entry into concurrently with such Company Acquisition Agreement and the date of consummation of such transaction.termination; (diii) For purposes Parent pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee not later than the second (2nd) Business Day following such termination; or (iv) the Company pursuant to Section 7.1(c)(v), and within twelve (12) months after the termination of this Agreement, the Company (1) 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 twelve (12) month period) or (2) consummates a Competing Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with the consummation of such transaction arising from such Competing Proposal (provided, however, that for purposes of this Section 7.3(a)(iv), the references to “twenty percent (20%)” in the definition of Competing Proposal shall be deemed to be references to “fifty percent (50%)”). (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that in no event shall the Company or Parent be required to pay the Termination Fee” Fee on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 7.3 are an integral part of the Transactions, (ii) the Termination Fee is not a penalty but a reasonable amount that will compensate Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 7.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company or its successors for the payment of any amount set forth in this Section 7.3, the Company or its successors shall mean an pay Parent its reasonable, documented out-of-pocket costs and expenses in connection with such suit, together with interest on such amount equal at the annual rate of five percent (5%) plus the prime rate as published in The Wall Street Journal in effect on the date such payment was required to $103,000,000be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fees. (a) In Notwithstanding any provision in this Agreement to the contrary: (i) in the event that (A) prior to the termination of this Agreement, any Alternative Proposal or the bona fide intention of any person to make an Alternative Proposal (a “Qualifying Transaction”) is publicly proposed or publicly disclosed or otherwise made known to the Company prior to, and not withdrawn at the time of, the End Date or the Company Meeting, (B) either (1) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) or (2) this Agreement is terminated by Parent pursuant to Section 7.1(f) due to a breach by the Company of any of its covenants or agreements in Section 5.3 or due to an intentional and material breach of any other material covenant, agreement, representation or warranty of the Company in this Agreement, and (C) concurrently with or within nine (9) months after such termination, any definitive agreement providing for a Qualifying Transaction shall have been entered into and in any instance such Qualifying Transaction shall have been consummated, or (ii) in the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i7.1(g) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”7.1(h), then the Company shall pay to (or cause to as directed by) Parent a fee of Two Million Four Hundred Fifty Thousand Dollars ($2,450,000) in cash (the “Company Termination Fee”). The Company Termination Fee shall be paid paid: (a) in the case of clause (i), on the date such Qualifying Transaction is signed or consummated; and (b) in the case of clause (ii), on the date this Agreement is terminated by the Company, in each case by wire transfer of same day funds as directed by Parent reasonably in advance. Upon payment of the Company Termination Fee, the Company shall have no further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent or its stockholders. Notwithstanding any provision in this Agreement to the contrary, in no event shall the Company be required to pay the Company Termination Fee referred to in this Section 7.2 on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionmore than one occasion. (db) For purposes Any payment made pursuant to this Section 7.2 shall be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law. (c) Each of the Company, Parent and Merger Sub acknowledge that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement, “and that, without these agreements, neither the Company Termination Fee” shall mean an amount equal nor Parent would have entered into this Agreement, and that any amounts payable pursuant to $103,000,000this Section 7.2 do not constitute a penalty.

Termination Fees. (a) In the event that this Agreement is terminated by Parent pursuant to Section 10.01(c)(i) (or, at the time that this Agreement is terminated, Parent had the right to terminate this Agreement pursuant to Section 10.01(c)(i)) or by the Company pursuant to Section 7.1(d)(ii10.01(d)(ii), then at or prior to the termination of this Agreement in the case of a termination pursuant to Section 10.01(d)(ii), or within two Business Days following such termination in the case of a termination pursuant to Section 10.01(c)(i) (or if such termination occurred at a time that Parent had the right to terminate this Agreement pursuant to Section 10.01(c)(i)), the Company shall pay or cause pay, by wire transfer of immediately available funds, to be paid as directed by Parent a fee in the amount of $685,000,000 (the “Company Termination Fee substantially concurrently with the termination of this AgreementFee”). (b) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i10.01(b)(i) or Section 7.1(b)(iii) 10.01(b)(iii), or (B) by Parent pursuant to Section 7.1(c)(i10.01(c)(ii) (solely with respect due to a breach or failure to perform of covenants or agreements set forth in this Agreement, and (i) at any time after the date of this Agreement and prior to such termination (in the case of a covenanttermination pursuant to Section 10.01(b)(i) or Section 10.01(c)(ii)) or prior to the completion of the Company Shareholder Meeting (including any adjournment or postponement thereof) (in the case of a termination pursuant to Section 10.01(b)(iii)), a Company Acquisition Proposal shall either (x) have been made or communicated to the Company Board (in the case of a termination pursuant to Section 10.01(c)(ii) due to a breach or failure to perform of covenants or agreements set forth in this Agreement or a termination pursuant to Section 10.01(b)(i)) and not withdrawn without qualification prior to such termination (provided, that, in the case of a breach or failure to perform a covenant or agreement set forth in this Agreement, such withdrawal shall have taken place prior to such breach or failure) or (y) have been publicly announced or publicly made known and not publicly withdrawn without qualification (1) prior to such termination (in the case of a termination pursuant to Section 10.01(b)(i)), (2) prior to the Company Shareholder Meeting (including any adjournment or postponement thereof) (in the case of a termination pursuant to Section 10.01(b)(iii)) or (3) prior to such breach or failure to perform (in the case of a termination pursuant to Section 10.01(c)(ii) due to a breach or failure to perform of covenants or agreements set forth in this Agreement) and (ii) within twelve months after such termination, the Company shall have entered into a Takeover definitive agreement with respect to any Company Acquisition Proposal, or any Company Acquisition Proposal shall have been consummated (in each case, whether or not such Company Acquisition Proposal is the same as the original Company Acquisition Proposal made, communicated or publicly disclosed made known or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(iannounced), prior to the date of then, in any such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminatedevent, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes shall pay, by wire transfer of clause (iii) of this Section 7.3(c)immediately available funds, the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier to occur of the date of Company’s entry into an agreement with respect to such Company Acquisition Agreement and Proposal or the date of consummation of such transactionCompany Acquisition Proposal; provided, however, that for purposes of the definition of “Company Acquisition Proposal” in this Section 10.03(b), references to “15%” shall be replaced by “50%.” (c) Notwithstanding anything in this Agreement to the contrary, in the event the Company Termination Fee is paid to Parent in circumstances for which such fee is payable pursuant to Section 10.03(a) or Section 10.03(b), other than with respect to claims for, or arising out of or in connection with fraud or knowing, intentional and material breach of any covenant in this Agreement, payment of the Company Termination Fee shall be the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) of Parent, its stockholders and their respective Representatives against the Company and its Representatives for any loss suffered as a result of the failure of the Mergers to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of such amount, none of the Company or its Representatives or Affiliates shall have any further liability or obligation relating to or arising out of this Agreement or the Mergers or transactions contemplated by this Agreement except as specified above. Any Termination Fee paid by the Company to Parent pursuant to this Agreement shall be offset against any award for damages awarded to Parent pursuant to any claim based on fraud or knowing, intentional and material breach of this Agreement. Nothing in this Section 10.03(c) shall modify Section 11.04. (d) For purposes The Parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement; accordingly, “if the Company fails promptly to pay any amount due pursuant to this Section 10.03, and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for any amount due pursuant to this Section 10.03, the Company shall pay Parent its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the amount due pursuant to this Section 10.03 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made. All payments under this Section 10.03 shall be made by wire transfer of immediately available funds to an account designated in writing by Parent. In no event shall the Company Termination Fee” shall mean an amount equal to $103,000,000Fee be payable more than once.

Termination Fees. (a) In If this Agreement is terminated by Parent pursuant to Section 6.1(d), or by either Parent or the event that Company pursuant to Section 6.1(f) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two Business Days after the termination of this Agreement, the Company shall cause to be paid to Parent the Termination Fee. (b) If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii6.1(e), or by either Parent or the Company shall pay or cause pursuant to be paid as directed by Parent Section 6.1(g) at a time when the Company Termination Fee substantially concurrently with would have been entitled to terminate this Agreement pursuant to Section 6.1(e), then, within two Business Days after the termination of this Agreement. (b) In the event that this Agreement is terminated by , Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent to the Company the Termination Fee within two (2) Business Days of such terminationFee. (c) In the event that (i) If this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i6.1(f) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i6.1(h)(ii) as a result of a material breach of the covenants or agreements set forth in Section 4.2 or Section 4.5 and: (solely with respect i) at or prior to the Company Stockholder Meeting (in the case of a breach or failure termination pursuant to perform a covenantSection 6.1(f)), or at or prior to the time of the applicable breach by the Company (ii) in the case of a Takeover termination pursuant to Section 6.1(h)(ii)), a Company Acquisition Proposal shall have been publicly disclosed disclosed, publicly announced, commenced, submitted or made to the Company after the date hereof and shall not have been publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), without qualification at least five Business Days prior to the date of the Company Shareholders Stockholder Meeting, in the case of a termination pursuant to Section 6.1(f), or the time of such breach, in the case of a termination pursuant to Section 6.1(h)(ii); and (iiiii) within twelve (12) months of on or prior to the date that is twelve months following the termination of this Agreement is terminatedAgreement, the Company enters into either (A) a Company Acquisition Agreement Transaction is consummated or consummates (B) a Takeover Proposal definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (provided that it being understood that, for purposes of this clause “(iii) of this Section 7.3(cB), the references ,” each reference to “1525%” in the definition of Takeover Proposal “Company Acquisition Transaction” in Exhibit A shall be deemed to be references a reference to “50%”), then, within two 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. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(g) or by the Company pursuant to Section 6.1(i)(ii) as a result of a material breach of the covenants and agreements set forth in Section 4.3 or Section 4.6 and: (i) at or prior to the Parent Shareholder Meeting (in the case of a termination pursuant to Section 6.1(g)), or at or prior to the time of the applicable breach by Parent (in the case of a termination pursuant to Section 6.1(i)(ii)), a Parent Acquisition Proposal shall have been publicly disclosed, publicly announced, commenced, submitted or made and shall not have been publicly withdrawn without qualification at least five Business Days prior to date of the Parent Shareholder Meeting, in the case of a termination pursuant to Section 6.1(g), or the time of such breach, in the case of a termination pursuant to Section 6.1(i)(ii); and (ii) on or prior to the date that is twelve months following the termination of this Agreement, either (A) a Parent Acquisition Transaction is consummated or (B) a definitive agreement relating to a Parent Acquisition Transaction is entered into by Parent (it being understood that, for purposes of this clause “(B),” each reference to “25%” in the definition of “Parent Acquisition Transaction” in Exhibit A shall be deemed to be a reference to “50%”), then, within two Business Days after the earlier of the consummation of such Parent Acquisition Transaction or entering into a definitive agreement relating to a Parent Acquisition Transaction, Parent shall cause to be paid to the Company the Termination Fee. (e) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(b), and, as of the time of such termination, the only conditions to Closing set forth in Sections 5.1, 5.2 and 5.3 that have not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, so long as such conditions would have been capable of being satisfied if the Closing were to occur on the date the notice of termination is delivered) are those set forth in Section 5.1(c) (solely due to an Antitrust Law identified in Part 5.1(c) of the Company Disclosure Schedule or a Legal Requirement or Order in connection with any such Antitrust Law), Section 5.1(e) (solely due to a Relevant Legal Restraint arising under a Legal Requirement that is an Antitrust Law identified in Part 5.1(c) of the Company Disclosure Schedule) or Section 5.2(d) (solely due to an Antitrust Law identified in Part 5.1(c) of the Company Disclosure Schedule), then, within three Business Days following such termination, Parent shall cause to be paid to the Company the Regulatory Termination Fee. (f) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(c), and (i) the conditions set forth in Section 5.1(a), Section 5.1(b), Section 5.1(d) and Section 5.2(c) would have been satisfied or would have been capable of being satisfied, and the conditions set forth in Section 5.2(a) and Section 5.2(b) would have been satisfied, in each case if the Closing were to occur on the date the notice of termination is delivered, and (ii) the Relevant Legal Restraint that is the basis of such termination arises under an Antitrust Law identified in Part 5.1(c) of the Company Disclosure Schedule, then, within three Business Days following such termination, Parent shall cause to be paid to the Company the Regulatory Termination Fee. (g) Any Termination Fee due and payable by the Company under this Section 6.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Termination Fee shall be payable by the Company only once and not in duplication even though the Termination Fee may be payable by the Company under one or more provisions hereof. If the Company fails to pay the Termination Fee when due and payable by the Company, then the Company shall pay or cause 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 directed published in The Wall Street Journal) in effect on the date such amount was originally required to be paid, and the Company shall pay the costs and expenses (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken by Parent to collect payment. 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, and in no event will Parent or any other person seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any reason in connection with this Agreement; provided, that nothing contained herein shall relieve any party from liability for any fraud or any intentional and material breach of this Agreement. (h) Any Termination Fee or Regulatory Termination Fee due and payable by Parent under this Section 6.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by the Company. For the avoidance of doubt, the Termination Fee or Regulatory Termination Fee, as applicable, shall be payable by Parent only once and not in duplication even though a termination fee may be payable by Parent under one or more provisions hereof. If Parent fails to pay the Termination Fee or Regulatory Termination Fee, as applicable, when due and payable by Parent, then Parent shall pay to the Company interest on such overdue amount (for the earlier period commencing as of the date of entry into such Company Acquisition Agreement overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Company) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such amount was originally required to be paid, and Parent shall pay the costs and expenses (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of consummation any lawsuit or other legal action, taken by the Company to collect payment. The parties agree that if the Termination Fee or Regulatory Termination Fee becomes payable by, and is paid by, Parent, then such Termination Fee or Regulatory Termination Fee shall be the Company’s sole and exclusive remedy for damages against Parent, Acquisition Sub and their respective Affiliates and its and their Representatives in connection with this Agreement, and in no event will the Company or any other person seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any reason in connection with this Agreement; provided, that nothing contained herein shall relieve any party from liability for any fraud or any intentional and material breach of such transactionthis Agreement. (di) For purposes Each of the parties acknowledges that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000and that without these agreements the parties would not enter into this Agreement.

Termination Fees. (a) In The Company shall pay to Parent a fee equal to $3,500,000 (the event that “Company Termination Fee”) if: (i) the Company terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.01(h), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement.; (bii) In the event that Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii9.01(d), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination.; (ciii) In the event that (i) this Agreement is terminated (A) by Parent after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant)Board, (ii) a and such Company Takeover Proposal shall have been is not publicly disclosed withdrawn or, if not publicly proposed or made announced, communicated to the Company after the date hereof and Board or management, is not publicly withdrawn (x) in the case of termination this Agreement being subsequently terminated pursuant to Section 7.1(b)(i) or Section 7.1(c)(i9.01(b)(i), prior to the date that is four (4) Business Days prior to the final expiration date of such termination, the Offer or (y) in the case of termination this Agreement being subsequently terminated pursuant to Section 7.1(b)(iii)9.01(c) as a result of a breach by the Company of a covenant in this Agreement, prior to the date time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company Shareholders Meetingpursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (iiiC) within twelve (12) months of after such termination, the date this Agreement is terminated, Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionis subsequently consummated. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In If, but only if, the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement.by: (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (Ax) by either Parent or the Company pursuant to Section 7.1(b)(i8.1(b)(i) or Section 7.1(b)(iii8.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i8.1(d)(i) or Section 8.1(d)(iii)(x) and (y) (solely with respect to a breach or failure to perform a covenant), (iiA) a Takeover Competing Proposal shall have has been publicly disclosed or made to the Company after the date hereof and publicly announced and has not publicly been withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date termination of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meetingthis Agreement, and (iiiB) within twelve (12) months of the date termination of this Agreement is terminatedAgreement, the Company (1) enters into a Company Acquisition Agreement definitive agreement for the consummation of a Competing Proposal and such Competing Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12) month period) or (2) consummates a Takeover Competing Proposal, then the Company shall pay, or cause to be paid, to Parent the Termination Fee concurrently with the consummation of such transaction arising from such Competing Proposal (provided provided, however, that for purposes of clause (iii) of this Section 7.3(c8.3(a)(i), the references to “fifteen percent (15%)” in the definition of Takeover Competing Proposal shall be deemed to be references to “fifty percent (50%)”); (ii) the Company pursuant to Section 8.1(c)(ii) or Parent pursuant to Section 8.1(d)(iii)(y), then the Company shall pay pay, or cause to be paid as directed by paid, to Parent the Company Termination Fee on concurrently with such termination; (iii) Parent pursuant to Section 8.1(d)(ii) or Section 8.1(d)(iii)(x), then the earlier of Company shall pay, or cause to be paid, to Parent the date of entry into Termination Fee not later than the second (2nd) Business Day following such termination; (iv) the Company Acquisition Agreement and pursuant to Section 8.1(c)(iii) or Section 8.1(c)(iv), then Parent shall pay, or cause to be paid, to the date of consummation of Company the Reverse Termination Fee not later than the second (2nd) Business Day following such transactiontermination. (db) Notwithstanding anything to the contrary set forth in this Agreement: (i) the parties agree that in no event shall the Company or Parent be required to pay the Termination Fee or the Reverse Termination Fee, as the case may be, on more than one occasion; (ii) the parties agree that the Termination Fee and the Reverse Termination Fee shall be reduced by any amounts as may be required to be deducted or withheld therefrom under applicable Tax Law; and (iii) any amounts payable pursuant to this Section 8.3 shall be paid by wire transfer of same day funds in accordance with this Section 8.3. (c) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.:

Termination Fees. (a) In the event that If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii6.1(f), by Parent pursuant to Section 6.1(d), or by either Parent or the Company pursuant to Section 6.1(b) or Section 6.1(h) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 6.1(d), then, within two (2) Business Days after the termination of this Agreement (or, in the case of a termination pursuant to Section 6.1(f), at or prior to termination), the Company shall pay or cause to be paid as directed by to Parent the Company Termination Fee substantially concurrently with the termination of this AgreementFee. (b) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii6.1(g), by the Company shall pay pursuant to Section 6.1(e), or cause to be paid as directed by either Parent or the Company Termination Fee pursuant to Section 6.1(b) or Section 6.1(i) at a time when the Company would have been entitled to terminate this Agreement pursuant to Section 6.1(e), then, within two (2) Business Days after the termination of such this Agreement (or, in the case of a termination pursuant to Section 6.1(g), at or prior to termination), Parent shall cause to be paid to the Company the Parent Termination Fee. (c) In the event that (i) If this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i6.1(h) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i6.1(j) (solely with respect or by the Company or Parent pursuant to Section 6.1(b) at a breach time when this Agreement could have been terminated pursuant to Section 6.1(h) or failure Section 6.1(j)) and: (i) at or prior to perform the Company Stockholder Meeting (in the case of a covenanttermination pursuant to Section 6.1(h)), or at or prior to the time of the applicable breach by the Company (ii) in the case of a Takeover termination pursuant to Section 6.1(j)), any Person shall have publicly announced an intention to make a Company Acquisition Proposal, or a Company Acquisition Proposal shall have been publicly disclosed disclosed, publicly announced, commenced, submitted or made to the Company after the date hereof and shall not have been publicly withdrawn without qualification at least five (x5) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), Business Days prior to the date of the Company Shareholders Stockholder Meeting, in the case of a termination pursuant to Section 6.1(h), or the time of such breach, in the case of a termination pursuant to Section 6.1(j); and (iiiii) within on or prior to the date that is twelve (12) months following the termination of the date this Agreement is terminatedAgreement, the Company enters into either (A) a Company Acquisition Agreement Transaction is consummated or consummates (B) a Takeover Proposal definitive agreement relating to a Company Acquisition Transaction is entered into by the Company (provided that it being understood that, for purposes of this clause (iii) of this Section 7.3(cB), the references each reference to “15twenty-five percent (25%)” in the definition of Takeover Proposal “Company Acquisition Transaction” in Exhibit A shall be deemed to be references 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 Company Termination Fee. (d) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(i) or by the Company pursuant to Section 6.1(k) (or by the Company or Parent pursuant to Section 6.1(b) at a time when this Agreement could have been terminated pursuant to Section 6.1(i) or Section 6.1(k)) and: (i) at or prior to the Parent Stockholder Meeting (in the case of a termination pursuant to Section 6.1(i)), or at or prior to the time of the applicable breach by Parent (in the case of a termination pursuant to or Section 6.1(k)), any Person shall have publicly announced an intention to make a Parent Acquisition Proposal, or a Parent Acquisition Proposal shall have been publicly disclosed, publicly announced, commenced, submitted or made and shall not have been publicly withdrawn without qualification at least five (5) Business Days prior to date of the Parent Stockholder Meeting, in the case of a termination pursuant to Section 6.1(i), or the time of such breach, in the case of a termination pursuant to Section 6.1(k); and (ii) on or prior to the date that is twelve (12) months following the termination of this Agreement, either (A) a Parent Acquisition Transaction is consummated or (B) a definitive agreement relating to a Parent Acquisition Transaction is entered into by Parent (it being understood that, for purposes of this clause (B), each reference to “twenty-five percent (25%)” in the definition of “Parent 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 Parent Acquisition Transaction or entering into a definitive agreement relating to a Parent Acquisition Transaction, Parent shall cause to be paid to the Company the Parent Termination Fee. (e) If this Agreement is terminated by Parent or the Company pursuant to Section 6.1(b) or Section 6.1(c), and, as of the time of such termination, the only conditions to Closing set forth in Sections 5.1, 5.2 and 5.3 that have not been satisfied (other than those conditions that by their nature are to be satisfied at the Closing, so long as such conditions would have been capable of being satisfied if the Closing were to occur on the date the notice of termination is delivered) are those set forth in Section 5.1(c) or Section 5.1(e) (but in the case of Section 5.1(e), solely with respect to a Relevant Legal Restraint in respect of an Antitrust Law), then, within two (2) Business Days following such termination, Parent shall cause to be paid to the Company the Regulatory Termination Fee. (f) Any Company Termination Fee due and payable by the Company under this Section 6.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by Parent. For the avoidance of doubt, the Company Termination Fee shall be payable by the Company only once and not in duplication even though the Company Termination Fee may be payable by the Company under one or more provisions hereof. If the Company fails to pay the Company Termination Fee when due and payable by the Company, then the Company shall pay or cause 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 directed published in The Wall Street Journal) in effect on the date such amount was originally required to be paid, and the Company shall pay the costs and expenses (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of any lawsuit or other legal action, taken by Parent to collect payment. The parties agree that if the Company Termination Fee becomes payable by, and is paid by, the Company, then such Company Termination Fee shall be Parent’s sole and exclusive remedy for damages against the Company and its Affiliates and its and their Representatives in connection with this Agreement, and in no event will Parent or any other person seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any reason in connection with this Agreement; provided, that nothing contained herein shall relieve any party from liability for any fraud or any intentional and material breach of this Agreement. (g) Any Parent Termination Fee or Regulatory Termination Fee due and payable by Parent under this Section 6.3 shall be paid by wire transfer of immediately available funds to an account designated in writing by the earlier Company. For the avoidance of doubt, the Parent Termination Fee or Regulatory Termination Fee, as applicable, shall be payable by Parent only once and not in duplication even though a termination fee may be payable by Parent under one or more provisions hereof. If Parent fails to pay the Parent Termination Fee or Regulatory Termination Fee, as applicable, when due and payable by Parent, then Parent shall pay to the Company interest on such overdue amount (for the period commencing as of the date of entry into such Company Acquisition Agreement overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the Company) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such amount was originally required to be paid, and Parent shall pay the costs and expenses (including reasonable and documented legal fees and out-of-pocket expenses) in connection with any action, including the filing of consummation any lawsuit or other legal action, taken by the Company to collect payment. The parties agree that if the Parent Termination Fee or Regulatory Termination Fee becomes payable by, and is paid by, Parent, then such Parent Termination Fee or Regulatory Termination Fee shall be the Company’s sole and exclusive remedy for damages against Parent, Acquisition Sub and their respective Affiliates and its and their Representatives in connection with this Agreement, and in no event will the Company or any other person seek to recover any other money damages or seek any other remedy based on a claim in law or equity for any reason in connection with this Agreement; provided, that nothing contained herein shall relieve any party from liability for any fraud or any intentional and material breach of such transactionthis Agreement. (dh) For purposes Each of the parties acknowledges that the agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000and that without these agreements the parties would not enter into this Agreement.

Termination Fees. (a) In the event that that: (i) (A) a bona fide Alternative Proposal shall have been publicly disclosed after the date hereof and not abandoned, and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to reason of a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders MeetingMinimum Condition, and (iiiC) the Company consummates, or enters into a definitive agreement providing for, an Alternative Proposal within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal terminated (provided that for purposes of clause (iii) of this Section 7.3(c7.2(a)(i), the references to “1520%” in the definition of Takeover Alternative Proposal shall be deemed to be references to “50%”); or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(iii); or (iii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii); then in any such event under clause (i) or (ii) of this Section 7.2(a), then the Company shall pay at the direction of Parent to any Person that is a U.S. person for U.S. federal income tax purposes, a termination fee of (x) six million dollars ($6,000,000) plus (y) the amount equal to all of Parent’s actual and reasonably documented out-of-pocket fees and expenses (including reasonable legal fees and expenses) actually incurred or cause to be paid as directed by Parent or its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement (the “Parent Expenses”), which amount shall in no event exceed three million dollars ($3,000,000), in cash (collectively, the “Termination Fee”), it being understood that in no event shall the Company be required to pay the Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionmore than one occasion. (db) For purposes Any payment required to be made pursuant to clause (i) of Section 7.2(a) shall be made promptly following the consummation of, or entry into a definitive agreement with respect to, the transaction referred to therein, as the case may be (and in any event not later than two (2) Business Days after delivery to the Company of notice of demand for payment after such event); any payment required to be made pursuant to clause (ii) of Section 7.2(a) shall be made concurrently with, and as a condition to the effectiveness of, the termination of this Agreement by the Company pursuant to Section 7.1(c)(iii); and any payment required to be made pursuant to clause (iii) of Section 7.2(a) shall be made promptly following termination of this Agreement by Parent pursuant to Section 7.1(d)(ii) or Section 7.1(d)(iii), as applicable (and in any event not later than two (2) Business Days after delivery to the Company of notice of demand for payment after such event), and in each case such payment shall be made by wire transfer of immediately available funds to an account to be designated by Parent. (c) Each of the parties hereto acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that the Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and the Purchaser, as the case may be, in the circumstances in which such Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, “Parent’s right to receive payment of the Termination Fee from the Company Termination Fee” shall mean an amount equal be the sole and exclusive remedy of Parent and the Purchaser against the Company and its Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents for the loss suffered as a result of the failure of the Merger to $103,000,000be consummated, and upon payment of such amount, none of the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

Termination Fees. (a) In the event that If this Agreement is terminated terminated: (i) by Parent pursuant to Section 10.01(c)(i) or ‎10.01(c)(iii); or (ii) by the Company or Parent pursuant to Section 10.01(b)(iii), and in the case of clause (ii) of this sentence: (I) at or prior to the Company Stockholder Meeting a Company Acquisition Proposal shall have been publicly disclosed or announced; and (II) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company, then, in the case of each of the foregoing clauses (i) and (ii), the Company shall pay to Parent, in cash at the time specified in the following sentence, a fee in the amount of $1,314,000,000 (the “Company Termination Fee”). The Company Termination Fee shall be paid as follows: (x) in the case of clause (i) of the preceding sentence, within three (3) Business Days after the date of termination of this Agreement; and (y) in the case of clause (ii) of the preceding sentence, within three (3) Business Days after the earlier of the consummation of the applicable transaction or the date upon which the definitive agreement is entered into. “Company Acquisition Proposal” for purposes of the foregoing clause (ii)(II) of this Section 10.03(a) shall have the meaning assigned thereto in the definition thereof set forth in Section 1.01 except that references in the definition to “20%” shall be replaced by “50%.” (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(d)(ii10.01(d)(i) or 10.01(d)(iii); or (ii) by the Company or Parent pursuant to Section 10.01(b)(iv), and in the Company case of clause (ii) of this sentence: (I) at or prior to the Parent Stockholder Meeting a Parent Acquisition Proposal shall have been publicly disclosed or announced; and (II) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Parent Acquisition Proposal is consummated; or (2) a definitive agreement relating to a Parent Acquisition Proposal is entered into by Parent, then, in the case of each of the foregoing clauses (i) and (ii), Parent shall pay to the Company, in cash at the time specified in the following sentence, a fee in the amount of $1,691,000,000 (the “Parent Termination Fee”). The Parent Termination Fee shall be paid as follows: (x) in the case of clause (i) of the preceding sentence, within three (3) Business Days after the date of termination of this Agreement; and (y) in the case of clause (ii) of the preceding sentence, within three (3) Business Days after the earlier of the consummation of the applicable transaction or the date upon which the definitive agreement is entered into. “Parent Acquisition Proposal” for purposes of the foregoing clause (ii)(II) of this Section 10.03(b) shall have the meaning assigned thereto in the definition thereof set forth in Section 1.01 except that references in the definition to “20%” shall be replaced by “50%.” (c) In the event this Agreement is terminated pursuant to Section 10.01(b)(i), Section 10.01(b)(ii) (solely in respect of any Applicable Law in respect of the matters contemplated by clauses (x), (y) and/or (z) of the first sentence of Section 8.02(b)) or Section 10.01(d)(iv) and, at the time of such termination, (A) the condition set forth in Section 9.02(d) has not been satisfied and (B) the conditions set forth in Section 9.01 (other than the condition set forth in Section 9.01(c) solely in respect of any Applicable Law in respect of the matters contemplated by clauses (x), (y) and/or (z) of the first sentence of Section 8.02(b)) and Section 9.02 (other than the condition set forth in Section 9.02(d)) have been satisfied (or in the case of conditions that by their nature are to be satisfied at the Closing, are capable of being satisfied if the Closing were to occur on the date of such termination), then Parent shall pay or cause to be paid as directed by Parent a fee in the amount of $1,000,000,000 (the “Regulatory Termination Fee”) to the Company as promptly as reasonably practicable (and in any event within five Business Days following such termination); provided that no Regulatory Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated shall be payable by Parent pursuant to this Section 7.1(c)(ii), 10.03(c) if the Company shall pay or cause failure of the condition set forth in Section 9.02(d) to be paid as directed satisfied is caused by Parent the Company’s Willful Breach of Section 8.02. (d) Any payment of the Company Termination Fee, the Parent Termination Fee within two (2) Business Days or the Regulatory Termination Fee shall be made by wire transfer of such termination. (c) In the event that (i) this Agreement is terminated (A) immediately available funds to an account designated in writing by Parent or the Company pursuant to Section 7.1(b)(iCompany, as applicable. (e) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof The parties agree and not publicly withdrawn understand that (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of no event shall the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references be required to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on more than one occasion and in no event shall Parent be required to pay either the earlier Parent Termination Fee or the Regulatory Termination Fee on more than one occasion, or more than one of the Parent Termination Fee or the Regulatory Termination Fee under any circumstances, and (y) in no event shall Parent be entitled, pursuant to this Section 10.03, to receive an amount greater than the Company Termination Fee and in no event shall the Company be entitled, pursuant to this Section 10.03, to receive an amount greater than the Parent Termination Fee or the Regulatory Termination Fee, as applicable. Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, (i) if Parent receives the Company Termination Fee from the Company pursuant to this Section 10.03 or if the Company receives the Parent Termination Fee or the Regulatory Termination Fee from Parent pursuant to this Section 10.03, such payment shall be the sole and exclusive remedy of the receiving party against the paying party and its Subsidiaries and their respective former, current or future partners, stockholders, managers, members, Affiliates and Representatives and none of the paying party, any of its Subsidiaries or any of their respective former, current or future 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, and (ii) if (A) Parent, Merger Sub 1 or Merger Sub 2 receive any payments from the Company in respect of any breach of this Agreement and thereafter Parent receives the Company Termination Fee pursuant to this Section 10.03 or (B) the Company receives any payments from Parent, Merger Sub 1 or Merger Sub 2 in respect of any breach of this Agreement and thereafter the Company receives the Parent Termination Fee or the Regulatory Termination Fee pursuant to this Section 10.03, the amount of such Company Termination Fee, Parent Termination Fee or Regulatory Termination Fee, as applicable, shall be reduced by the aggregate amount of such payments made by the party paying the Company Termination Fee, Parent Termination Fee or Regulatory Termination Fee, as applicable, in respect of any such breaches. The parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the transactions contemplated hereby, that, without these agreements, the parties would not enter into this Agreement and that any amounts payable pursuant to this Section 10.03 do not constitute a penalty. Accordingly, if any party fails to promptly pay any amount due pursuant to this Section 10.03, such party shall also pay any costs and expenses (including reasonable legal fees and expenses) incurred by the party entitled to such payment in connection with a legal action to enforce this Agreement that results in a judgment for such amount against the party failing to promptly pay such amount. Any amount not paid when due pursuant to this Section 10.03 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionpayment. (df) For purposes None of the Financing Sources shall have any liability to the Company or any Person that is an Affiliate of the Company prior to giving effect to the Mergers relating to or arising out of this Agreement, “the Debt Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and neither the Company Termination Fee” nor any Person that is an Affiliate of the Company prior to giving effect to the Mergers shall mean an amount equal to $103,000,000have any rights or claims directly against any of the Financing Sources hereunder or thereunder.

Termination Fees. (ai) In If (A) (1) prior to such time as the event that Company Shareholder Approval has been obtained, this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii)8.01(c)(i) or (2) prior to the Effective Time, the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.01(d)(i), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee. The Company shall pay the Company Termination Fee within two to Parent (2to an account designated in writing by Parent) Business Days by wire transfer of same day funds prior to or concurrently with such termination. (c) In the event that (i) termination of this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i8.01(c)(i) or Section 7.1(b)(iiino later than three (3) or (B) Business Days after the date of such termination of this Agreement by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant8.01(d)(i), . (ii) a Takeover Proposal shall have been publicly disclosed or made to If the Company after the date hereof and not publicly withdrawn (x) in the case of termination terminates this Agreement pursuant to Section 7.1(b)(i) or Section 7.1(c)(i8.01(c)(iii), prior to then Parent shall promptly, but in no event later than three (3) Business Days after the date of such termination, pay or cause to be paid to the Company by wire transfer of same day funds an amount equal to the Parent Termination Fee (it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion). It is agreed that the Parent Termination Fee constitutes liquidated damages and not a penalty, and the payment of the Parent Termination Fee in the circumstances specified herein is supported by due and sufficient consideration. (iii) If (x) this Agreement is terminated pursuant to Section 8.01(b)(iii) or 8.01(d)(ii) (or pursuant to Section 8.01(b)(i) at a time when this Agreement was terminable pursuant to Section 8.01(b)(iii) or 8.01(d)(ii)), (y) a Company Acquisition Proposal is made (and, in the case of a termination pursuant to Section 7.1(b)(iii8.01(b)(iii) or pursuant to Section 8.01(b)(i) at a time when this Agreement was terminable pursuant to Section 8.01(b)(iii), publicly available) after the date of this Agreement but prior to the date of the event giving rise to such right of termination and such Company Acquisition Proposal has not been publicly withdrawn prior to (1) the date of the event giving rise to such right of termination (in connection with a termination pursuant to Section 8.01(d)(ii) or 8.01(b)(i) at a time when this Agreement was terminable pursuant to Section 8.01(d)(ii)) or (2) the Company Shareholders MeetingMeeting (in connection with a termination pursuant to Section 8.01(b)(iii) or 8.01(b)(i) at a time when this Agreement was terminable pursuant to Section 8.01(b)(iii)), and (iiiz) prior to or within twelve one (121) months year of the date this Agreement is terminatedsuch termination, the Company enters into a any definitive agreement with respect to, or consummates, any Company Acquisition Agreement Proposal (in each case whether or consummates a Takeover not such Company Acquisition Proposal is the same Company Acquisition Proposal referred to in clause (y)) (provided that for purposes of this clause (iii) of this Section 7.3(cb), the references to “1520%” in the definition of Takeover Proposal “Company Acquisition Proposal” shall be deemed to be references to “50%”), then the Company shall promptly (but in no event later than three (3) Business Days after the date on which the Company consummates the Company Acquisition Proposal or, if earlier, after the date on which the Company enters into a definitive agreement with respect thereto, pay or cause to be paid as directed to Parent or its designees the Company Termination Fee by Parent wire transfer of same day funds (it being understood that in no event shall the Company be required to pay the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionmore than one occasion). (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In the event that this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(c)(i) and (i) a Takeover Proposal was first publicly proposed or announced by any Person after the date of this Agreement and not withdrawn or abandoned as of such termination (in the case of a termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i)) or the time of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(b)(iii)), and (ii) the Company enters into a definitive agreement with respect to and consummates a transaction constituting a Takeover Proposal with any Person within twelve (12) months after such termination of this Agreement, then, on the date of consummation of such transaction, the Company shall pay or cause to be paid to Parent (or its designees) the Company Termination Fee (less any amount paid by the Company to Parent pursuant to Section 8.3(f)) by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a), each reference to “20%” or “80%” in the definition of “Takeover Proposal” shall be deemed to be a reference to “50%”. (b) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(d)(ii), then, prior to or concurrently with such termination, the Company shall pay or cause to be paid as directed by to Parent the Company Termination Fee substantially concurrently with the termination by wire transfer of this Agreementimmediately available funds to an account designated in writing by Parent. (bc) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(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 as directed by to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The parties agree and understand that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (i) if Parent receives the Company Termination Fee from the Company when such Company Termination Fee is due pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and the Company Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, the “Company Related Parties”) and none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and none of Parent, Merger Sub or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any other Company Related Party arising out of this Agreement, the Merger or any matters forming the basis for such termination; provided that the foregoing shall not limit the obligations of the Company set forth in the last sentence of this Section 8.3(d). For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance (solely in accordance with Section 9.12) and the payment of the Company Termination Fee (solely in accordance with this Section 8.3) or monetary damages, under no circumstances shall Parent and Merger Sub be entitled to receive both a grant of specific performance requiring the Company to consummate the Merger and any money damages, including all or any portion of the Company Termination Fee, and while the Company may pursue both a grant of specific performance and the payment of monetary damages, under no circumstances shall the Company be entitled to receive both a grant of specific performance requiring the Parent and Merger to consummate the Merger and any money damages. 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. If the Company fails to pay any amount that may become due pursuant to this Section 8.3 within the time periods specified in this Section 8.3, the Company shall pay the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expenses of outside counsel) incurred by Parent and Merger Sub in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 8.3(d)), nothing herein shall relieve any party from any liability or damages resulting from any fraud or any willful and material breach of this Agreement. (f) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall reimburse Parent and its Affiliates, by wire transfer of immediately available funds to an account designated by Parent no later than two (2) Business Days after submission of such terminationreasonable documentation therefor, for all of their out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial advisors, lenders, experts and consultants) actually incurred or accrued in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, in an amount not to exceed $10,000,000. (cg) In If the event Company becomes obligated to pay the Company Termination Fee under this Section 8.3, then, if requested by Parent, the Company shall deposit into escrow an amount in cash equal to the Company Termination Fee with an escrow agent selected by the Company that is reasonably acceptable to Parent pursuant to a written escrow agreement (the “Company Termination Fee Escrow Agreement”) reflecting the terms set forth in this Section 8.3(g) and otherwise reasonably acceptable to the escrow agent. The Company Termination Fee Escrow Agreement shall provide that the Company Termination Fee in escrow or the applicable portion thereof shall be released to Parent on an annual basis based upon the delivery by Parent to the escrow agent of any one (or a combination) of the following: (i) this Agreement is terminated a letter from Parent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (A3) by of the Code for the applicable taxable year of Parent or determined as if the Company pursuant to Section 7.1(b)(ipayment of such amount did not constitute income described in Sections 856(c)(2)(A)-(I) or Section 7.1(b)(iii856(c)(3)(A)-(I) or of the Code (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenantsuch income, “Qualifying REIT Income”), in which case the escrow agent shall release to Parent such maximum amount stated in the accountant’s letter; (ii) a Takeover Proposal shall have been publicly disclosed or made to letter from Parent’s counsel indicating that Parent received a private letter ruling from the Company after IRS holding that the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed receipt by Parent of the Company Termination Fee on would either constitute Qualifying REIT Income or would be excluded from gross income within the earlier meaning of Sections 856(c)(2) and (3) of the date Code, in which case the escrow agent shall release to Parent the remainder of entry into such Company Acquisition Agreement and the date of consummation of such transaction. (d) For purposes of this Agreement, “Company Termination Fee” ; or (iii) a letter from Parent’s counsel indicating that Parent has received a tax opinion from its outside counsel or accountant, respectively, to the effect that the receipt by Parent of the Company Termination Fee should either constitute Qualifying REIT Income or should be excluded from gross income within the meaning of Section 856(c)(2) and (3) of the Code, in which case the escrow agent shall mean an release to Parent the remainder of the Company Termination Fee. The Company Termination Fee Escrow Agreement shall further provide that, at the end of the third calendar year beginning after the date on which the Company’s obligation to pay the Company Termination Fee arose (or earlier if directed by Parent), any remaining amount equal then being held in escrow by the escrow agent shall be disbursed to $103,000,000the Company. The parties agree to cooperate in good faith to amend this Section 8.3(g) at the reasonable request of Parent in order to (A) maximize the portion of the applicable Company Termination Fee that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (B) improve Parent’s chances of securing the favorable private letter ruling from the IRS described in this Section 8.3(g) or (C) assist Parent in obtaining the favorable tax opinion from its outside counsel or accountant described in this Section 8.3(g). The Company Termination Fee Escrow Agreement shall provide that Parent shall bear all costs and expenses under the Company Termination Fee Escrow Agreement. The Company shall not be a party to the Company Termination Fee Escrow Agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the Company Termination Fee Escrow Agreement (other than any Taxes imposed on the Company in connection therewith).

Termination Fees. (a) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (ba) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination.If: (c) In the event that (i) this Agreement is terminated pursuant to (A) by Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) or (C) Section 9.1(b)(iii) (No Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to (1) Section 9.1(c)(ii) (Violation of No Solicitation) or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the Company time of such termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 7.1(b)(i9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 7.1(b)(iii9.1(c)(i) or (Breach by the Company), (B) by Parent (1) in the case of a termination pursuant to Section 7.1(c)(i9.1(b)(i) (solely with respect to a breach Outside Date) or failure to perform a covenantSection 9.1(c)(i) (Breach by the Company), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Board of Directors of the Company after the date hereof or become publicly known, and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i)withdrawn, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not publicly withdrawn, prior to the date of the Company Stockholders Meeting, and (C) within 12 months of such termination, the Company enters into a definitive agreement with any third party to consummate, or consummates, a Takeover Proposal; then the Company shall pay, or cause to be paid, to Parent, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Company Termination Fee”) (x) in the case of termination pursuant to clause (i) above, within two Business Days of the date of termination and (y) in the case of termination pursuant to clause (ii) above, within two Business Days of the date of the first to occur of (I) the execution of a definitive agreement relating to a Takeover Proposal and (II) consummation of a transaction relating to a Takeover Proposal; provided that, solely for purposes of this Section 7.1(b)(iii9.3(a), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 7.5(f) (Company No Solicitation), except that all references to 15% shall be changed to 50%. (b) If: (i) this Agreement is terminated pursuant to (A) Section 9.1(d)(ii) (Violation of Parent No Solicitation), (B) Section 9.1(d)(iii) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if the Company has the right to terminate this Agreement pursuant to (i) Section 9.1(d)(ii) (Violation of Parent No Solicitation) or (2) Section 9.1(d)(iii) (Parent Change in Recommendation) at the time of such termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iv) (No Parent Stockholder Approval) or Section 9.1(d)(i) (Breach by Parent), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(d)(i) (Breach by Parent), a Parent Takeover Proposal shall have been made to the Board of Directors of Parent or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iv) (No Parent Stockholder Approval), a Parent Takeover Proposal shall have been made to the Board of Directors of Parent or become publicly known, and not publicly withdrawn, prior to the date of the Company Shareholders Parent Stockholders Meeting, and (iiiC) within twelve (12) 12 months of the date this Agreement is terminatedsuch termination, the Company Parent enters into a Company Acquisition Agreement definitive agreement with any third party to consummate, or consummates consummates, a Parent Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”)Proposal, then the Company Parent shall pay or cause to be paid as directed the Company, by Parent the Company Termination Fee on the earlier wire transfer of the date of entry into such Company Acquisition Agreement and the date of consummation of such transaction. (d) For purposes of this Agreementimmediately available funds, “Company Termination Fee” shall mean an amount equal to $103,000,00018,340,000 (the “Parent Termination Fee”) (x) in the case of termination pursuant to clause (i) above, within two Business Days of the date of termination and (y) in the case of termination pursuant to clause (ii) above, within two Business Days of the date of the first to occur of (I) the execution of a definitive agreement relating to a Parent Takeover Proposal and (II) consummation of a transaction relating to a Parent Takeover Proposal; provided that, solely for purposes of this Section 9.3(b), the term “Parent Takeover Proposal” shall have the meaning ascribed thereto in Section 7.19(f) (Parent No Solicitation), except that all references to 15% shall be changed to 50%. (c) Each of the Parties acknowledges that the agreements contained in this Section 9.3 (Termination Fees) are an integral part of this Agreement, and that (i) the Company Termination Fee is not a penalty, but rather is a reasonable amount that will compensate Parent and Merger Sub in the circumstances in which such payment 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 and (ii) the Parent Termination Fee is not a penalty, but rather is a reasonable amount that will compensate the Company in the circumstances in which such payment 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, each of which amounts would otherwise be impossible to calculate with precision. In addition, if any Party fails to pay in a timely manner any amount due pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees), as applicable, then (i) such Party shall reimburse the other Party for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amount, including in connection with any related Proceedings commenced and (ii) such Party shall pay to the other Party interest on the amount payable pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees) 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%. Notwithstanding anything to the contrary in this Agreement, (A) upon payment of the Company Termination Fee pursuant to this Section 9.3 (Termination Fees), none of the Company, any of the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions and (B) upon payment of the Parent Termination Fee pursuant to this Section 9.3 (Termination Fees), none of Parent, any of the Parent Subsidiaries or any of their respective former, current or future officers, directors, partners, shareholders, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions.

Termination Fees. (ai) In If (A) either Parent or the event that Company terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.01(b)(i) and, at the time of such termination, any of the conditions set forth in Section 7.01(b) or, in connection with any Legal Restraint in respect of any Antitrust Law, Section 7.01(c), shall have not been satisfied, (B) either Parent or the Company terminates this Agreement pursuant to Section 8.01(b)(ii) in connection with any Legal Restraint in respect of any Antitrust Law, or (C) the Company terminates this Agreement pursuant to Section 8.01(c)(ii) based on a failure by Parent to perform its covenants or agreements under Section 6.03 (provided, that such failure results or would be reasonably likely to result in the failure of a condition set forth in Section 7.01(b) or, to the extent relating to any Legal Restraint in respect of any Antitrust Law, Section 7.01(c) to be satisfied), then Parent shall pay to the Company a fee of $150,000,000 in cash (the "Parent Termination Fee"). Parent shall pay the Parent Termination Fee to the Company (to an account designated in writing by the Company) within two (2) Business Days after the date of the applicable termination. (ii) If the Company enters into a Company Acquisition Agreement with respect to a Superior Company Proposal and (A) substantially concurrently therewith the Company terminates this Agreement pursuant to Section 8.01(c)(i) or (B) thereafter Parent terminates this Agreement pursuant to Section 8.01(d)(i), then the Company shall pay or cause to be paid as directed by Parent a fee of $75,000,000 in cash (the "Company Termination Fee substantially concurrently with Fee") at or prior to such termination (in the case of the foregoing clause (A)) or within two Business Days after such termination (in the case of this Agreementthe foregoing clause (B)). (biii) In the event that If Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.01(d)(ii)(A), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of after such termination. (civ) In the event that (i) this Agreement is terminated If (A) by Parent or the Company terminates this Agreement pursuant to Section 7.1(b)(i8.01(b)(i) or Section 7.1(b)(iii8.01(b)(iii) or (B) by Parent terminates this Agreement pursuant to Section 7.1(c)(i8.01(d)(iii) (solely with respect to as a result of a breach of the Company's covenants or failure agreements under Section 5.02 or pursuant to perform a covenantSection 8.01(d)(ii)(B) or (C), and, in each case, prior to such termination, (iiI) a Company Takeover Proposal shall have been publicly disclosed or made to and not have been withdrawn, (II) within three hundred fifteen (315) days after the termination of this Agreement, the Company after shall have entered into a definitive agreement with respect to, or consummated, a Company Takeover Proposal (whether or not the date hereof same Company Takeover Proposal referred herein) and not publicly withdrawn (xIII) in at the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date time of such termination, or (ythe conditions set forth in Section 7.01(b) and, to the extent relating to any Legal Restraint in the case respect of termination pursuant to any Antitrust Law, Section 7.1(b)(iii7.01(c), shall have been satisfied or are reasonably expected to be satisfied prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”)End Date, then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on no later than the earlier of the date execution of entry into such any definitive agreement with respect to the relevant Company Acquisition Agreement Takeover Proposal and the date of consummation of such transactionthe relevant Company Takeover Proposal. (dv) For purposes of this AgreementSection 8.01(b), “the term "Company Termination Fee” Takeover Proposal" shall mean an amount equal have the meaning assigned to $103,000,000such term in Section 5.02(g)(i), except that the applicable percentage in the definition of "Company Takeover Proposal" shall be "50.1%" rather than "15% or more".

Termination Fees. (a) In the event that this Agreement is terminated by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(c)(i) and (i) a Takeover Proposal was first publicly proposed or announced by any Person after the date of this Agreement and not withdrawn or abandoned as of such termination (in the case of a termination pursuant to Section 8.1(b)(i) or Section 8.1(c)(i)) or the time of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(b)(iii)), and (ii) the Company enters into a definitive agreement with respect to and consummates a transaction constituting a Takeover Proposal with any Person within twelve (12) months after such termination of this Agreement, then, on the date of consummation of such transaction, the Company shall pay or cause to be paid to Parent (or its designees) the Company Termination Fee (less any amount paid by the Company to Parent pursuant to Section 8.3(f)) by wire transfer of immediately available funds to an account designated in writing by Parent. For purposes of this Section 8.3(a), each reference to “20%” or “80%” in the definition of “Takeover Proposal” shall be deemed to be a reference to “50%”. (b) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.1(d)(ii), then, prior to or concurrently with such termination, the Company shall pay or cause to be paid as directed by to Parent the Company Termination Fee substantially concurrently with the termination by wire transfer of this Agreementimmediately available funds to an account designated in writing by Parent. (bc) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(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 as directed by to Parent the Company Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (d) The parties agree and understand that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (i) if Parent receives the Company Termination Fee from the Company when such Company Termination Fee is due pursuant to this Section 8.3, such payment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and the Company Subsidiaries and any of their respective former, current or future officers, directors, partners, stockholders, managers, members or Affiliates (collectively, the “Company Related Parties”) and none of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby and none of Parent, Merger Sub or any other Person shall be entitled to bring or maintain any other claim, action or proceeding against the Company or any other Company Related Party arising out of this Agreement, the Merger or any matters forming the basis for such termination; provided that the foregoing shall not limit the obligations of the Company set forth in the last sentence of this Section 8.3(d). For the avoidance of doubt, while Parent and Merger Sub may pursue both a grant of specific performance (solely in accordance with Section 9.12) and the payment of the Company Termination Fee (solely in accordance with this Section 8.3) or monetary damages, under no circumstances shall Parent and Merger Sub be entitled to receive both a grant of specific performance requiring the Company to consummate the Merger and any money damages, including all or any portion of the Company Termination Fee, and while the Company may pursue both a grant of specific performance and the payment of monetary damages, under no circumstances shall the Company be entitled to receive both a grant of specific performance requiring the Parent and Merger to consummate the Merger and any money damages. 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. If the Company fails to pay any amount that may become due pursuant to this Section 8.3 within the time periods specified in this Section 8.3, the Company shall pay the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expenses of outside counsel) incurred by Parent and Merger Sub in connection with any action, including the filing of any lawsuit, taken to collect payment of such amounts, together with interest on such unpaid amounts at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a daily basis from the date such amounts were required to be paid until the date of actual payment. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 8.3(d)), nothing herein shall relieve any party from any liability or damages resulting from any fraud or any willful and material breach of this Agreement. (f) In the event that this Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall reimburse Parent and its Affiliates, by wire transfer of immediately available funds to an account designated by Parent no later than two (2) Business Days after submission of such terminationreasonable documentation therefor, for all of their out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial advisors, lenders, experts and consultants) actually incurred or accrued in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, in an amount not to exceed $10,000,000. (cg) In If the event Company becomes obligated to pay the Company Termination Fee under this Section 8.3, then, if requested by Parent, the Company shall deposit into escrow an amount in cash equal to the Company Termination Fee with an escrow agent selected by the Company that is reasonably acceptable to Parent pursuant to a written escrow agreement (the “Company Termination Fee Escrow Agreement”) reflecting the terms set forth in this Section 8.3(g) and otherwise reasonably acceptable to the escrow agent. The Company Termination Fee Escrow Agreement shall provide that the Company Termination Fee in escrow or the applicable portion thereof shall be released to Parent on an annual basis based upon the delivery by Parent to the escrow agent of any one (or a combination) of the following: (i) this Agreement is terminated a letter from Parent’s independent certified public accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (A3) by of the Code for the applicable taxable year of Parent or determined as if the Company pursuant to Section 7.1(b)(ipayment of such amount did not constitute income described in Sections 856(c)(2)(A)-(I) or Section 7.1(b)(iii856(c)(3)(A)-(I) or of the Code (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenantsuch income, “Qualifying REIT Income”), in which case the escrow agent shall release to Parent such maximum amount stated in the accountant’s letter; (ii) a Takeover Proposal shall have been publicly disclosed or made to letter from Parent’s counsel indicating that Parent received a private letter ruling from the Company after IRS holding that the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed receipt by Parent of the Company Termination Fee on would either constitute Qualifying REIT Income or would be excluded from gross income within the earlier meaning of Sections 856(c)(2) and (3) of the date Code, in which case the escrow agent shall release to Parent the remainder of entry into such Company Acquisition Agreement and the date of consummation of such transaction. (d) For purposes of this Agreement, “Company Termination Fee” ; or (iii) a letter from Parent’s counsel indicating that Parent has received a tax opinion from its outside counsel or accountant, respectively, to the effect that the receipt by Parent of the Company Termination Fee should either constitute Qualifying REIT Income or should be excluded from gross income within the meaning of Section 856(c)(2) and (3) of the Code, in which case the escrow agent shall mean an release to Parent the remainder of the Company Termination Fee. The Company Termination Fee Escrow Agreement shall further provide that, at the end of the third calendar year beginning after the date on which the Company’s obligation to pay the Company Termination Fee arose (or earlier if directed by Parent), any remaining amount equal then being held in escrow by the escrow agent shall be disbursed to $103,000,000.the Company. The parties agree to cooperate in good faith to amend this Section 8.3(g) at the reasonable request of Parent in order to (A) maximize the portion of the applicable Company Termination Fee that may be distributed to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (B) improve Parent’s chances of securing the favorable private letter ruling from the IRS described in this Section 8.3(g) or (C) assist Parent in obtaining the favorable tax opinion from its outside counsel or accountant described in this Section 8.3(g). The Company Termination Fee Escrow Agreement shall provide that Parent shall bear all costs and expenses under the Company Termination Fee Escrow Agreement. The Company shall not be a party to the Company Termination Fee Escrow Agreement and shall not bear any liability, cost or expense resulting directly or indirectly from the Company Termination Fee Escrow Agreement (other than any Taxes imposed on the Company in connection therewith). Section 8.4

Termination Fees. (a) In The Company shall pay to Parent a termination fee in an amount in cash equal to $6,850,000 (the “Termination Fee”) in the event that (i) the Company terminates this Agreement pursuant to Section 7.01(e); (ii) Parent terminates this Agreement pursuant to Sections 7.01(f) or (g); (iii) Parent terminates this Agreement pursuant to Section 7.01(c), provided that such termination is as a result of the Company’s breach of Section 5.02, 5.07 or 5.08; (iv) Parent or the Company terminates this Agreement pursuant to Section 7.01(h); provided, in the case of this clause (iv), that (A) after the date hereof and prior to the Company’s Shareholder Meeting, an Acquisition Proposal has been publicly announced and not withdrawn or abandoned at the time of termination, and (B) within one year after such termination, the Company enters into a definitive agreement with respect to or consummates such Acquisition Proposal or (v) the Company fails to deliver the FIRPTA Affidavit pursuant to Section 6.03(e). Payment of the Termination Fee under this Section 7.02(a) shall be paid by wire transfer of same-day funds to an account designated by Parent, in the event of payment pursuant to clause (i) above on the date of termination of this Agreement, in the event of payment pursuant to clauses (ii) or (iii) above within three business days following the date of termination of this Agreement, in the event of payment pursuant to clause (iv) above, on the date of the execution and delivery by the Company of the definitive agreement regarding such Acquisition Proposal, and in the event of payment pursuant to clause (v) above on the date on which the Company notifies Parent of its inability to deliver the FIRPTA Affidavit. Parent acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any document or instrument delivered in connection herewith, the rights set forth in clause (iii) of this Section 7.02 shall be the sole and exclusive remedy of Parent, Merger Subsidiary and their respective affiliates against the Company or its Subsidiaries or any of their respective affiliates with respect to the Company’s breach of Section 5.02, 5.07 or 5.08 of this Agreement (excluding any willful breach of such provisions). (b) Parent shall pay to the Company the Termination Fee in the event that (i) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant7.01(b), (ii) a Takeover Proposal shall all conditions to Closing set forth in Article VI, other than the conditions set forth in Section 6.03(d), have been publicly disclosed or made satisfied, (iii) all other conditions to the Company after the date hereof and not publicly withdrawn Financing have been satisfied (x) except those conditions solely in the case control of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(iParent), prior and (iv) the failure to satisfy the conditions set forth in Section 6.03(d) is not caused by any breach of this Agreement by the Company. Payment of the Termination Fee under this Section 7.02(b) shall be paid promptly by wire transfer of same-day funds to an account designated by the Company. The Company acknowledges and agrees that, notwithstanding anything to the date of such terminationcontrary in this Agreement or any document or instrument delivered in connection herewith, or (y) the rights set forth in this Section 7.02 shall be the case of termination pursuant to Section 7.1(b)(iii), prior to the date sole and exclusive remedy of the Company Shareholders Meetingand all of its subsidiaries and their respective affiliates against Parent, and (iii) within twelve (12) months Merger Subsidiary or any of their respective affiliates with respect to the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of matters set forth in this Section 7.3(c), 7.02 and with respect to the references failure of Parent or Merger Subsidiary to “15%” in satisfy an obligation due to a failure to obtain the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionFinancing. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In The Company shall pay to Parent a fee of $54,384,447 (the event that “Company Termination Fee”) if: (i) the Company terminates this Agreement pursuant to Section 9.01(g); (ii) Parent terminates this Agreement pursuant to Section 9.01(d); or (iii) (A) after the Agreement Date, a bona fide Company Takeover Proposal is proposed or announced or shall have become known to the Company Board and such Company Takeover Proposal is not withdrawn prior to the time of termination, (B) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (bx) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by either Parent or the Company pursuant to Section 7.1(b)(i9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i) and in the case of a termination by either Parent or Section 7.1(b)(iiithe Company, only if at the time of any such termination, the Offer Conditions set forth in clause (b) of the first paragraph of Exhibit A and clause (i) of Exhibit A shall have been satisfied but the Minimum Tender Condition shall not have been satisfied) or (By) by Parent pursuant to Section 7.1(c)(i9.01(c) (solely with respect to as a result of a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to by the Company of a covenant in this Agreement, and (C) within 12 months after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionis subsequently consummated. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In the event that If this Agreement is terminated by by: (i) Parent or the Company pursuant to Section 7.1(d)(ii8.01(b)(iii) or by Parent pursuant to Section 8.01(d)(i) (where the Company’s breach or failure to perform its covenants or other obligations set forth in this Agreement gave rise to such termination right), and in each case, within nine (9) months after such termination, the Company enters into a definitive agreement with a Person that made a Company Acquisition Proposal (provided, that (x) the references to “twenty percent (20%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)” and (y) in no event shall a definitive agreement involving solely the ESG Business or Kiawah Energy or any of its Subsidiaries, assets or businesses be deemed a Company Acquisition Proposal as contemplated by this Section 8.03(a)(i)); (ii) the Company pursuant to Section 8.01(c)(ii); or (iii) Parent pursuant to Sections 8.01(d)(ii) or 8.01(d)(iii); then, in the case of a termination pursuant to (A) Section 8.03(a)(i), the Company shall pay pay, or cause to be paid as directed by paid, to Parent the Company Tail Fee or (B) either Section 8.03(a)(ii) or Section 8.03(a)(iii), the Company shall pay, or cause to be paid, to Parent the Company Termination Fee substantially concurrently with the termination of this AgreementFee. (b) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii8.01(d)(iv), then the Company shall pay, or cause to be paid, to Parent the Company Alternative Termination Fee. Notwithstanding anything to the contrary in this Agreement, the Company shall pay not be relieved of any of its obligations to comply with the covenants and obligations set forth in Section 2.06, Section 6.01 or cause to be paid as directed by Parent Section 6.02 until the Company Termination Fee within two (2) Business Days earlier of such terminationthe consummation of the Distribution in accordance with the terms hereof and the termination of this Agreement. (c) In the event that (i) If this Agreement is terminated (A) by Parent or the Company Company, as applicable, pursuant to: (i) Section 8.01(b)(i), and at the time of such termination, the only condition in Article VII (except for those conditions that by their nature are to be satisfied at the Closing) not satisfied or waived (to the extent such waiver is permitted under Applicable Law) is the condition set forth in Section 7.01(c) or the condition set forth in Section 7.01(d) (to the extent such Order or Applicable Law is issued, enacted or promulgated under applicable Antitrust Laws) or (ii) pursuant to Section 7.1(b)(i8.01(b)(ii), in the event such Order or Applicable Law prevents the satisfaction of the condition set forth in Section 7.01(c) or the condition set forth in Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i7.01(d) (solely with respect to a breach the extent such Order or failure to perform a covenantApplicable Law is issued, enacted or promulgated under applicable Antitrust Laws), then, in each of the foregoing clauses (i) and (ii) a Takeover Proposal ), the Parent shall have been publicly disclosed pay, or made caused to be paid, to the Company after the date hereof and not publicly withdrawn Parent Termination Fee. (d) Any payments required to be made under this Section 8.03 shall be made by wire transfer of same day funds to the account or accounts designated by Parent or the Company, as applicable (x) in the case of termination pursuant to Section 7.1(b)(iclause (a)(i) or Section 7.1(c)(i)above, prior to on the date same day as the consummation of such terminationCompany Acquisition Proposal contemplated therein, or (y) in the case of clause (a)(ii) above, concurrently with such termination pursuant to Section 7.1(b)(iiiand (z) in the case of clauses (a)(iii), prior to clause (b) or clause (c) above, within three (3) Business Days of the date of such termination. (e) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that in no event shall the Company Shareholders Meetingor Parent, as applicable, be required to pay the Company Termination Fee or the Company Alternative Termination Fee, as applicable, or the Parent Termination Fee, as applicable, on more than one occasion. (f) Notwithstanding anything in this Agreement to the contrary, (i) if the Company has paid to Parent the Company Termination Fee, the Company Tail Fee or the Company Alternative Termination Fee, as applicable, in accordance with this Section 8.03, the payment of such Company Termination Fee, the Company Tail Fee or the Company Alternative Termination Fee, as applicable, shall be the sole and exclusive remedy of Parent, its Subsidiaries, stockholders, Affiliates, and Representatives against the Company, its Subsidiaries, stockholders, Affiliates and Representatives, and (ii) in no event where the Company Termination Fee, the Company Tail Fee or the Company Alternative Termination Fee, as applicable, has been paid will Parent seek or be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, (C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, in each case other than for payment of the Company Termination Fee, the Company Tail Fee or the Company Alternative Termination Fee, as applicable, and (iii) within twelve (12) months upon the payment of the date Company Termination Fee, the Company Tail Fee or the Company Alternative Termination Fee, as applicable, in accordance with this Section 8.03, neither the Company nor any of its Subsidiaries or Affiliates or Representatives shall have any further liability or obligation to Parent or Merger Sub relating to or arising out of this Agreement or the transactions contemplated by this Agreement, other than in the event of fraud or in the event this Agreement is terminatedterminated pursuant to Section 8.01(d)(i) (where the Company’s breach or failure to perform its covenants or other obligations set forth in this Agreement gave rise to such termination right). If the Company fails to fulfill its obligation to pay the Company Termination Fee, the Company enters into a Tail Fee or the Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of Alternative Termination Fee, as applicable, when required to do so pursuant to this Section 7.3(c)8.03, and Parent and/or Merger Sub commences a Proceeding that results in a final judgment against the Company for the Company Termination Fee, the references to “15%” in Company Tail Fee or the definition of Takeover Proposal shall be deemed to be references to “50%”)Company Alternative Termination Fee, as applicable, or any portion thereof, then the Company shall pay or cause to be paid as directed by Parent and Merger Sub their reasonable, documented out-of-pocket costs and expenses (including reasonable legal fees) in connection with such suit, together with interest on the Company Termination Fee, the Company Tail Fee or the Company Alternative Termination Fee, as applicable, at the “prime rate” as published in the Wall Street Journal, Eastern Edition, in effect on the earlier of date such payment was required to be made through the actual date of entry into such Company Acquisition Agreement payment (calculated on the basis of a year of 365 days and the date actual number of consummation of such transactiondays elapsed). (dg) For purposes Notwithstanding anything in this Agreement to the contrary, (i) if the Parent has paid to the Company the Parent Termination Fee in accordance with this Section 8.03, the payment of such Parent Termination Fee shall be the sole and exclusive remedy of the Company, its Subsidiaries, stockholders, Affiliates, and Representatives against the Parent, its Subsidiaries, stockholders, Affiliates and Representatives, and (ii) in no event where the Parent Termination Fee has been paid will the Company seek or be entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, (A) any loss suffered, directly or indirectly, as a result of the failure of the Merger to be consummated, (B) the termination of this Agreement, “(C) any liabilities or obligations arising under this Agreement, or (D) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and (iii) upon the payment of the Parent Termination Fee in accordance with this Section 8.03, neither the Parent nor any of its Subsidiaries or Affiliates or Representatives shall have any further liability or obligation to the Company relating to or arising out of this Agreement or the transactions contemplated by this Agreement. If the Parent fails to fulfill its obligation to pay the Parent Termination Fee when required to do so pursuant to this Section 8.03, and the Company commences a Proceeding that results in a final judgment against the Parent for the Parent Termination Fee, then the Parent shall pay the Company its reasonable, documented out-of-pocket costs and expenses (including reasonable legal fees) in connection with such suit, together with interest on the Parent Termination Fee at the “prime rate” shall mean as published in the Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the actual date of payment (calculated on the basis of a year of 365 days and the actual number of days elapsed). (h) The Parties acknowledge and agree that the agreements contained in this Section 8.03 are an amount equal to $103,000,000integral part of transactions contemplated by this Agreement and that, without these agreements, the Parties would not enter into this Agreement.

Termination Fees. (a) In The Company shall pay to Parent a fee of $173,000,000 (the event that “Company Termination Fee”) if: (i) the Company terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.01(g), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement.; (bii) In the event that Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii9.01(d), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination.; or (ciii) In the event that (i) this Agreement is terminated (A) by Parent or after the Agreement Date, a bona fide Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal is proposed or announced or shall have been publicly disclosed or made become known to the Company after the date hereof Board and such Company Takeover Proposal is not publicly withdrawn (x) in the case of termination this Agreement being subsequently terminated pursuant to Section 7.1(b)(i) or Section 7.1(c)(i9.01(b)(i), prior to the date that is four Business Days prior to the final expiration date of such termination, the Offer or (y) in the case of termination this Agreement being subsequently terminated pursuant to Section 7.1(b)(iii9.01(c), prior to the date time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company Shareholders Meetingpursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i), and in the case of a termination by either Parent or the Company, only if at the time of any such termination, the Regulatory Condition and the Offer Condition set forth in clause (i) of Exhibit A shall have been satisfied but the Minimum Tender Condition shall not have been satisfied) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (iiiC) within twelve (12) 12 months of after such termination, the date this Agreement is terminated, Company consummates any Company Takeover Proposal or the Company enters into a definitive acquisition agreement with respect to any Company Acquisition Agreement or consummates a Takeover Proposal that is subsequently consummated (provided that for purposes of clause (iii) of this Section 7.3(cwhether such consummation occurs during or after such 12-month period), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transaction. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (ai) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii10.01(c)(i) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay (or cause to be paid as directed by paid) to Parent in immediately available funds $43,000,000 (the “Company Termination Fee Fee”), in the case of a termination by Parent, within two (2) Business Days after such termination and, in the case of a termination by the Company, concurrently with such termination. (cii) In the event that If (iA) this Agreement is terminated by Parent pursuant to Section 10.01(c)(ii) or by either Parent or the Company pursuant to Section 10.01(b)(ii), (AB) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise communicated to the Company, the Board of Directors or the Company’s stockholders (provided that in the case of a termination pursuant to Section 10.01(c)(ii)(A), all percentages in the definition of Acquisition Proposal will be deemed to refer to 50%), and (C) within 12 months following the date of such termination, the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), all percentages in the definition of Acquisition Proposal will be deemed to refer to 50%), then the Company shall pay (or cause to be paid) to Parent in immediately available funds, prior to or concurrently with the occurrence of the applicable event described in clause (C), the Company Termination Fee. (iii) If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i10.01(b)(i) and at the time of such termination, all of the conditions set forth in Section 9.01 and Section 9.02 shall have been satisfied or validly waived (other than one or both of (x) Section 9.01(b), Section 9.01(c) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i9.02(vii) (solely but, with respect to Section 9.01(c) and Section 9.02(vii), only if the applicable Legal Restraint or Applicable Law relates to an Antitrust Law; provided, that if there is additionally a breach or failure to perform a covenantsatisfy or waive any of Section 9.01(b), (iiSection 9.01(c) or Section 9.02(vii) due to a Takeover Proposal shall have been publicly disclosed Legal Restraint or made Applicable Law relating to the Company after the date hereof and not publicly withdrawn a Specified Jurisdiction, this subsection (x) in shall nonetheless be satisfied) and (y) those conditions that by their nature are to be satisfied at the case Closing, provided that such conditions were then capable of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to being satisfied if the Closing had occurred on the date of such termination), then Parent shall pay to the Company in immediately available funds $98,000,000 (the “Reverse Termination Fee”) within two Business Days after such termination. (iv) If this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(i) and, at the time of such termination, all of the conditions set forth in Section 9.01 and Section 9.02 shall have been satisfied or validly waived (other than one or both of (x) Section 9.01(b), Section 9.01(c) or Section 9.02(vii) (but, with respect to Section 9.01(c) and Section 9.02(vii), only if the applicable Legal Restraint or Applicable Law does not relate to an Antitrust Law and occurs in a Specified Jurisdiction) and (y) those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had occurred on the date of such termination), then Parent shall take the Specified Termination Actions. For the avoidance of doubt, in the case of termination event this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii)10.01(b)(i) and, prior at the time of such termination, (i) the conditions set forth in Section 9.01(b) have been satisfied, (ii) the conditions set forth in Section 9.01(c) and Section 9.02(vii) have been satisfied with respect to the date of the Company Shareholders Meeting, any Applicable Law or Legal Restraint relating to Antitrust Law and (iii) within twelve (12the conditions set forth in Section 9.01(vii) months of have been satisfied with respect to any Applicable Law or Legal Restraint relating to the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”)Specified Jurisdiction, then Parent shall neither be obligated to pay the Company shall pay or cause to be paid as directed by Parent the Company Reverse Termination Fee on or take the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionSpecified Termination Actions. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In the event that If this Agreement is terminated terminated: (i) by Parent pursuant to Section 10.01(c)(i) or 10.01(c)(iii); or (ii) by the Company or Parent pursuant to Section 10.01(b)(iii), and in the case of clause (ii) of this sentence: (I) at or prior to the Company Stockholder Meeting a Company Acquisition Proposal shall have been publicly disclosed or announced; and (II) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to a Company Acquisition Proposal is entered into by the Company, then, in the case of each of the foregoing clauses (i) and (ii), the Company shall pay to Parent, in cash at the time specified in the following sentence, a fee in the amount of $1,314,000,000 (the “Company Termination Fee”). The Company Termination Fee shall be paid as follows: (x) in the case of clause (i) of the preceding sentence, within three (3) Business Days after the date of termination of this Agreement; and (y) in the case of clause (ii) of the preceding sentence, within three (3) Business Days after the earlier of the consummation of the applicable transaction or the date upon which the definitive agreement is entered into. “Company Acquisition Proposal” for purposes of the foregoing clause (ii)(II) of this Section 10.03(a) shall have the meaning assigned thereto in the definition thereof set forth in Section 1.01 except that references in the definition to “20%” shall be replaced by “50%.” (b) If this Agreement is terminated: (i) by the Company pursuant to Section 7.1(d)(ii10.01(d)(i) or 10.01(d)(iii); or (ii) by the Company or Parent pursuant to Section 10.01(b)(iv), and in the Company case of clause (ii) of this sentence: (I) at or prior to the Parent Stockholder Meeting a Parent Acquisition Proposal shall have been publicly disclosed or announced; and (II) on or prior to the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to a Parent Acquisition Proposal is consummated; or (2) a definitive agreement relating to a Parent Acquisition Proposal is entered into by Parent, then, in the case of each of the foregoing clauses (i) and (ii), Parent shall pay to the Company, in cash at the time specified in the following sentence, a fee in the amount of $1,691,000,000 (the “Parent Termination Fee”). The Parent Termination Fee shall be paid as follows: (x) in the case of clause (i) of the preceding sentence, within three (3) Business Days after the date of termination of this Agreement; and (y) in the case of clause (ii) of the preceding sentence, within three (3) Business Days after the earlier of the consummation of the applicable transaction or the date upon which the definitive agreement is entered into. “Parent Acquisition Proposal” for purposes of the foregoing clause (ii)(II) of this Section 10.03(b) shall have the meaning assigned thereto in the definition thereof set forth in Section 1.01 except that references in the definition to “20%” shall be replaced by “50%.” (c) In the event this Agreement is terminated pursuant to Section 10.01(b)(i), Section 10.01(b)(ii) (solely in respect of any Applicable Law in respect of the matters contemplated by clauses (x), (y) and/or (z) of the first sentence of Section 8.02(b)) or Section 10.01(d)(iv) and, at the time of such termination, (A) the condition set forth in Section 9.02(d) has not been satisfied and (B) the conditions set forth in Section 9.01 (other than the condition set forth in Section 9.01(c) solely in respect of any Applicable Law in respect of the matters contemplated by clauses (x), (y) and/or (z) of the first sentence of Section 8.02(b)) and Section 9.02 (other than the condition set forth in Section 9.02(d)) have been satisfied (or in the case of conditions that by their nature are to be satisfied at the Closing, are capable of being satisfied if the Closing were to occur on the date of such termination), then Parent shall pay or cause to be paid as directed by Parent a fee in the amount of $1,000,000,000 (the “Regulatory Termination Fee”) to the Company as promptly as reasonably practicable (and in any event within five Business Days following such termination); provided that no Regulatory Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated shall be payable by Parent pursuant to this Section 7.1(c)(ii), 10.03(c) if the Company shall pay or cause failure of the condition set forth in Section 9.02(d) to be paid as directed satisfied is caused by Parent the Company’s Willful Breach of Section 8.02. (d) Any payment of the Company Termination Fee, the Parent Termination Fee within two (2) Business Days or the Regulatory Termination Fee shall be made by wire transfer of such termination. (c) In the event that (i) this Agreement is terminated (A) immediately available funds to an account designated in writing by Parent or the Company pursuant to Section 7.1(b)(iCompany, as applicable. (e) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof The parties agree and not publicly withdrawn understand that (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of no event shall the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references be required to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on more than one occasion and in no event shall Parent be required to pay either the earlier Parent Termination Fee or the Regulatory Termination Fee on more than one occasion, or more than one of the Parent Termination Fee or the Regulatory Termination Fee under any circumstances, and (y) in no event shall Parent be entitled, pursuant to this Section 10.03, to receive an amount greater than the Company Termination Fee and in no event shall the Company be entitled, pursuant to this Section 10.03, to receive an amount greater than the Parent Termination Fee or the Regulatory Termination Fee, as applicable. Notwithstanding anything to the contrary in this Agreement, except in the case of fraud, (i) if Parent receives the Company Termination Fee from the Company pursuant to this Section 10.03 or if the Company receives the Parent Termination Fee or the Regulatory Termination Fee from Parent pursuant to this Section 10.03, such payment shall be the sole and exclusive remedy of the receiving party against the paying party and its Subsidiaries and their respective former, current or future partners, stockholders, managers, members, Affiliates and Representatives and none of the paying party, any of its Subsidiaries or any of their respective former, current or future 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, and (ii) if (A) Parent, Merger Sub 1 or Merger Sub 2 receive any payments from the Company in respect of any breach of this Agreement and thereafter Parent receives the Company Termination Fee pursuant to this Section 10.03 or (B) the Company receives any payments from Parent, Merger Sub 1 or Merger Sub 2 in respect of any breach of this Agreement and thereafter the Company receives the Parent Termination Fee or the Regulatory Termination Fee pursuant to this Section 10.03, the amount of such Company Termination Fee, Parent Termination Fee or Regulatory Termination Fee, as applicable, shall be reduced by the aggregate amount of such payments made by the party paying the Company Termination Fee, Parent Termination Fee or Regulatory Termination Fee, as applicable, in respect of any such breaches. The parties acknowledge that the agreements contained in this Section 10.03 are an integral part of the transactions contemplated hereby, that, without these agreements, the parties would not enter into this Agreement and that any amounts payable pursuant to this Section 10.03 do not constitute a penalty. Accordingly, if any party fails to promptly pay any amount due pursuant to this Section 10.03, such party shall also pay any costs and expenses (including reasonable legal fees and expenses) incurred by the party entitled to such payment in connection with a legal action to enforce this Agreement that results in a judgment for such amount against the party failing to promptly pay such amount. Any amount not paid when due pursuant to this Section 10.03 shall bear interest from the date such amount is due until the date paid at a rate equal to the prime rate as published in The Wall Street Journal, Eastern Edition in effect on the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionpayment. (df) For purposes None of the Financing Sources shall have any liability to the Company or any Person that is an Affiliate of the Company prior to giving effect to the Mergers relating to or arising out of this Agreement, “the Debt Financing or otherwise, whether at law, or equity, in contract, in tort or otherwise, and neither the Company Termination Fee” nor any Person that is an Affiliate of the Company prior to giving effect to the Mergers shall mean an amount equal to $103,000,000have any rights or claims directly against any of the Financing Sources hereunder or thereunder.

Termination Fees. (a) In the event that that: (i) (A) after the date hereof, a bona fide Alternative Proposal shall have been publicly disclosed or any Person shall have publicly announced or publicly made known any intention (whether or not conditional) to make any Alternative Proposal (and such Alternative Proposal or publicly announced intention shall not have been abandoned), and (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant7.1(d)(i), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iiiC) the Company consummates, or enters into a definitive agreement providing for, any Alternative Proposal within twelve (12) months of the date this Agreement is terminated, which need not be the Company enters into a Company Acquisition Agreement or consummates a Takeover same Alternative Proposal that shall have been publicly disclosed after the date hereof in respect of the preceding clause (A) (provided that for purposes of clause (iii) of this Section 7.3(c7.2(a)(i), the references to “1520%” in the definition of Takeover Alternative Proposal shall be deemed to be references to “50%”); or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(c)(ii); or (iii) this Agreement is terminated by Parent pursuant to Section 7.1(d)(ii) or 7.1(d)(iii); then in any such event under clause (i), then (ii) or (iii) of this Section 7.2(a), the Company shall pay or cause at the direction of Parent to be paid as directed any Person that is a U.S. person for U.S. federal income tax purposes, a termination fee of $625,000,000 in cash (the “Termination Fee”), less the amount of any Expenses previously reimbursed by Parent the Company pursuant to Section 8.2, it being understood 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) (x) the Company shall terminate this Agreement pursuant to Section 7.1(c)(i) and (y) at the time of such termination there are not facts or circumstances that would reasonably be expected to cause the conditions in Section 6.3(a) or Section 6.3(b) not to be satisfied on the End Date, or (ii) the Company shall terminate this Agreement pursuant to Section 7.1(c)(iii), or (iii) this Agreement shall be terminated by the Company or Parent pursuant to (x) Section 7.1(b)(i) and at the time of such termination the conditions set forth in Sections 6.1 and Sections 6.3(a) and (b) (substituting the time of such termination for references to the “Closing Date” and the “Effective Time” in such Sections 6.3(a) and (b)) are satisfied, or (y) Section 7.1(b)(i) or Section 7.1(b)(ii) (in the case of clause (ii), if the applicable injunction, legal restraint or order relates to a Regulatory Law) and at the time of such termination any of the conditions set forth in Section 6.1(b) (in the case of clause (b), if the applicable order, injunction, restraint or prohibition relates to a Regulatory Law), (c) or (d) or Section 6.2 shall not have been satisfied, then in any such event under clause (i), (ii) or (iii) of this Section 7.2(b), Parent shall pay to the Company a termination fee of $625,000,000 in cash (the “Parent Termination Fee”), it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. (c) Any payment required to be made pursuant to clause (i) of Section 7.2(a) shall be made at the direction of Parent to any Person that is a U.S. person for U.S. federal income tax purposes, promptly following the earlier of the date consummation of or entry into a definitive agreement with respect to the transaction referred to therein, as the case may be (and in any event not later than two Business Days after delivery to the Company of notice of demand for payment after such event); any payment required to be made pursuant to clause (ii) of Section 7.2(a) shall be made at the direction of Parent to any Person that is a U.S. person for U.S. federal income tax purposes, concurrently with, and as a condition to the effectiveness of, the termination of this Agreement by the Company Acquisition pursuant to Section 7.1(c)(ii); any payment required to be made pursuant to clause (iii) of Section 7.2(a) shall be made at the direction of Parent to any Person that is a U.S. person for U.S. federal income tax purposes, promptly following termination of this Agreement by Parent pursuant to Section 7.1(d)(ii) or (iii), as applicable (and in any event not later than two Business Days after delivery to the date Company of consummation notice of demand for payment after such transactionevent), and such payment shall be made by wire transfer of immediately available funds to an account to be designated by Parent. Any payment required to be made pursuant to Section 7.2(b) shall be made to the Company promptly following termination of this Agreement by the Company or Parent, as applicable (and in any event not later than two Business Days after delivery to Parent of notice of demand for payment), and such payment shall be made by wire transfer of immediately available funds to an account to be designated by the Company. (d) For purposes In the event that the Company shall fail to pay the Termination Fee, or Parent shall fail to pay the Parent Termination Fee, required pursuant to this Section 7.2 when due, such fee shall accrue interest for the period commencing on the date such fee became past due, at a rate equal to the rate of interest publicly announced by XX Xxxxxx Xxxxx from time to time during such period, as such bank’s prime lending rate. In addition, if either party shall fail to pay such fee when due, such owing party shall also pay to the owed party all of the owed party’s costs and expenses (including reasonable attorneys’ fees) in connection with efforts to collect such fee or expenses. Each of Parent and the Company acknowledges that the fees and the other provisions of this Section 7.2 are an integral part of the Merger and that, without these agreements, Parent and the Company would not enter into this Agreement. (e) Each of the parties hereto acknowledges that the agreements contained in this Section 7.2 are an integral part of the transactions contemplated by this Agreement and that neither the Termination Fee nor the Parent Termination Fee is a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub or the Company, as the case may be, in the circumstances in which such Termination Fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision. Notwithstanding anything to the contrary in this Agreement, “the Company’s right to receive payment of the Parent Termination Fee from Parent pursuant to this Section 7.2 or the guarantee thereof pursuant to the Guarantees shall be the sole and exclusive remedy of the Company Termination Fee” and its Subsidiaries against Parent, Merger Sub, the Guarantors and any of their respective former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents for the loss suffered as a result of the failure of the Merger to be consummated, and upon payment of such amount, none of Parent, Merger Sub, the Guarantors or any of their former, current or future general or limited partners, stockholders, managers, members, directors, officers, Affiliates or agents shall mean an amount equal have any further liability or obligation relating to $103,000,000or arising out of this Agreement or the transactions contemplated hereby.

Termination Fees. (a) In If this Agreement is terminated by Parent pursuant to Section 8.01(e) or is terminated by the event that Parent or the Company pursuant to Section 8.01(b)(iii) if, at the time of such termination, Parent would have been entitled to terminate this Agreement pursuant to Section 8.01(e), then the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of same-day funds within two business days following the date of such termination of this Agreement, in consideration for the disposition of Parent’s rights under this Agreement. (b) If this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii8.01(f), then the Company shall pay to Parent (or cause to be paid as directed by Parent its designee) the Company Termination Fee substantially by wire transfer of same-day funds, concurrently with with, and as a condition to the effectiveness of, such termination of this Agreement, in consideration for the disposition of Parent’s rights under this Agreement. (bc) In If (i) after the event that execution and delivery of this Agreement, a Takeover Proposal shall have been made to the Company Board or become publicly known prior to the termination of this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii)and not withdrawn, the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In the event that (iii) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i8.01(b)(i) or Section 7.1(b)(iii8.01(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i8.01(c) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) 12 months of the date this Agreement is terminatedafter such termination, the Company enters into a Company Acquisition Agreement or consummates a definitive agreement providing for any transaction contemplated by any Takeover Proposal (provided that regardless of when made), or consummates any Takeover Proposal (regardless of when made), then, in any such case, the Company shall pay to Parent (or its designee) the Company Termination Fee by wire transfer of same-day funds on the date such transaction is consummated, in consideration for the disposition of Parent’s and Parent’s rights under this Agreement. Solely for purposes of clause (iii) of this Section 7.3(c8.03(c)(iii), the term “Takeover Proposal” shall have the meaning assigned to such term in Section 5.02(b)(i), except that all references to “at least 15%” in the definition of Takeover Proposal % therein shall be deemed to be references to “more than 50%”. (d) In the event that this Agreement is terminated by (i) the Company pursuant to Section 8.01(g) or (ii) the Company or Parent pursuant to Section 8.01(b)(i) if, at the time of such termination, the Company would have been entitled to terminate this Agreement pursuant to Section 8.01(g) (without giving effect to clauses (iv) and (v) specified in Section 8.01(g)), then the Company Parent shall pay or cause to be paid to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company within five business days of such termination. (e) Each of the Company and Parent acknowledges and agrees that the agreements contained in this Section 8.03 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; accordingly, if the Company or Parent fails promptly to pay any amount due pursuant to Section 8.03, and, in order to obtain such payment, Parent or the Company, as directed by applicable, commences a suit that results in an award against the Company or Parent for such amount, the Company shall pay to Parent (or its designee) Parent’s and Merger Sub’s, or Parent shall pay to the Company the Company’s, reasonable and documented costs and expenses (including attorneys’ fees and expenses) in connection with such suit, together with interest on the applicable amount 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. In no event shall the Company or Parent be required to pay any termination amount on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (x)(A) if Parent (or its designee) receives the Company Termination Fee on from the earlier Company pursuant to Section 8.03, then any such payment shall be the sole and exclusive remedy of Parent, any of its Subsidiaries, and any of their respective former, current or future officers, employees, directors, partners, equityholders, managers, members, attorneys, agents, advisors or other Representatives or any of the date Financing Sources (the “Parent Related Parties”) against the Company and its Subsidiaries and any of entry into their respective former, current or future officers, employees, directors, partners, equityholders, managers, members, attorneys, agents, advisors or other Representatives (the “Company Related Parties”), and none of the Company Related Parties shall have any further liability or obligation, whether in law, equity, contract, tort or otherwise, relating to or arising out of this Agreement or the transactions contemplated hereby, (B) if the Company receives the Parent Termination Fee from Parent pursuant to Section 8.03, then, without limiting Section 10.11(b), any such payment shall be the sole and exclusive remedy of the Company Acquisition Agreement Related Parties against the Parent Related Parties and none of the date of consummation of such transaction. (d) For purposes Parent Related Parties shall have any further liability or obligation, whether in law, equity, contract, tort or otherwise, relating to or arising out of this Agreement, “the Financing Letters or the transactions contemplated hereby or thereby (including in connection with any breach of, or default under, this Agreement or the Financing Letters), or (y)(A) if Parent (or its designee) receives any payments from the Company in respect of any breach of this Agreement, and thereafter Parent (or its designee) is entitled to receive the Company Termination Fee” Fee under Section 8.03, the amount of such Company Termination Fee shall mean an be reduced by the aggregate amount equal of any payments made by the Company to $103,000,000Parent (or its designee) in respect of any such breaches of this Agreement, and (B) if the Company receives any payments from Parent in respect of any breach of this Agreement, and thereafter the Company is entitled to receive the Parent Termination Fee under Section 8.03, the amount of such Parent Termination Fee shall be reduced by the aggregate amount of any payments made by Parent to the Company in respect of any such breaches of this Agreement. (f) The Parent Termination Fee and the Company Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by the Company Related Parties or the Parent Related Parties, as the case may be, in connection with this Agreement and the Financing Letters (and the termination of any of the foregoing), the transactions contemplated hereby or thereby (and the abandonment thereof) or any matter forming the basis for such termination (or for any breach or failure to perform hereunder, thereunder or otherwise (in each case, whether willfully, intentionally, unintentionally or otherwise)) and the Company Related Parties and the Parent Related Parties shall not have any further liability, whether pursuant to a claim in contract or tort, at law or in equity or otherwise, to the Parent Related Parties or the Company Related Parties, as the case may be, under this Agreement or the Financing Letters (and the termination of any of the foregoing), the transactions contemplated hereby or thereby (and the abandonment thereof) or any matter forming the basis for such termination (or for any breach or failure to perform hereunder, thereunder or otherwise (in each case, whether willfully, intentionally, unintentionally or otherwise)).

Termination Fees. (ai) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b) In the event that If this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii10.01(c)(i) or by the Company pursuant to Section 10.01(d)(i), then the Company shall pay (or cause to be paid as directed by paid) to Parent in immediately available funds $43,000,000 (the “Company Termination Fee Fee”), in the case of a termination by Parent, within two (2) Business Days after such termination and, in the case of a termination by the Company, concurrently with such termination. (cii) In the event that If (iA) this Agreement is terminated by Parent pursuant to Section 10.01(c)(ii) or by either Parent or the Company pursuant to Section 10.01(b)(ii), (AB) after the date of this Agreement and prior to such termination, an Acquisition Proposal shall have been publicly announced or otherwise communicated to the Company, the Board of Directors or the Company’s stockholders (provided that in the case of a termination pursuant to Section 10.01(c)(ii)(A), all percentages in the definition of Acquisition Proposal will be deemed to refer to 50%), and (C) within 12 months following the date of such termination, the Company or any of its Subsidiaries shall have entered into a definitive agreement with respect to an Acquisition Proposal or an Acquisition Proposal shall have been consummated (provided that for purposes of this clause (C), all percentages in the definition of Acquisition Proposal will be deemed to refer to 50%), then the Company shall pay (or cause to be paid) to Parent in immediately available funds, prior to or concurrently with the occurrence of the applicable event described in clause (C), the Company Termination Fee. (iii) If this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(i10.01(b)(i) and at the time of such termination, all of the conditions set forth in Section 9.01 and Section 9.02 shall have been satisfied or validly waived (other than one or both of (x) Section 9.01(b), Section 9.01(c) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i9.02(vii) (solely but, with respect to Section 9.01(c) and Section 9.02(vii), only if the applicable Legal Restraint or Applicable Law relates to an Antitrust Law; provided, that if there is additionally a breach or failure to perform a covenantsatisfy or waive any of Section 9.01(b), (iiSection 9.01(c) or Section 9.02(vii) due to a Takeover Proposal shall have been publicly disclosed Legal Restraint or made Applicable Law relating to the Company after the date hereof and not publicly withdrawn a Specified Jurisdiction, this subsection (x) in shall nonetheless be satisfied) and (y) those conditions that by their nature are to be satisfied at the case Closing, provided that such conditions were then capable of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to being satisfied if the Closing had occurred on the date of such termination), then Parent shall pay to the Company in immediately available funds $98,000,000 (the “Reverse Termination Fee”) within two Business Days after such termination. Table of Contents (iv) If this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(i) and, at the time of such termination, all of the conditions set forth in Section 9.01 and Section 9.02 shall have been satisfied or validly waived (other than one or both of (x) Section 9.01(b), Section 9.01(c) or Section 9.02(vii) (but, with respect to Section 9.01(c) and Section 9.02(vii), only if the applicable Legal Restraint or Applicable Law does not relate to an Antitrust Law and occurs in a Specified Jurisdiction) and (y) those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had occurred on the date of such termination), then Parent shall take the Specified Termination Actions. For the avoidance of doubt, in the case of termination event this Agreement is terminated by Parent or the Company pursuant to Section 7.1(b)(iii)10.01(b)(i) and, prior at the time of such termination, (i) the conditions set forth in Section 9.01(b) have been satisfied, (ii) the conditions set forth in Section 9.01(c) and Section 9.02(vii) have been satisfied with respect to the date of the Company Shareholders Meeting, any Applicable Law or Legal Restraint relating to Antitrust Law and (iii) within twelve (12the conditions set forth in Section 9.01(vii) months of have been satisfied with respect to any Applicable Law or Legal Restraint relating to the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”)Specified Jurisdiction, then Parent shall neither be obligated to pay the Company shall pay or cause to be paid as directed by Parent the Company Reverse Termination Fee on or take the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionSpecified Termination Actions. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In The Company shall pay to Parent a fee of $2,000,000 (the event that “Company Termination Fee”) if: (i) the Company terminates this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii9.01(g), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement.; (bii) In the event that Parent terminates this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii9.01(d), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination.; (ciii) In the event that (i) this Agreement is terminated (A) by Parent after the Agreement Date, a bona fide Company Takeover Proposal is publicly proposed or announced or shall have become publicly known or otherwise communicated to management of the Company or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant)Board, (ii) a and such Company Takeover Proposal shall have been is not publicly disclosed withdrawn or, if not publicly proposed or made announced, communicated to the Company after the date hereof and not publicly Board or management as having been withdrawn (x) in the case of termination this Agreement being subsequently terminated pursuant to Section 7.1(b)(i) or Section 7.1(c)(i9.01(b)(i), prior to the date that is four Business Days prior to the final expiration date of such termination, the Offer or (y) in the case of termination this Agreement being subsequently terminated pursuant to Section 7.1(b)(iii9.01(c), prior to the date time of the breach giving rise to such termination, (B) this Agreement is terminated by (x) either Parent or the Company Shareholders Meetingpursuant to Section 9.01(b)(i) (but in the case of a termination by the Company, only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the proviso in Section 9.01(b)(i)) or (y) Parent pursuant to Section 9.01(c) as a result of a breach by the Company of a covenant in this Agreement, and (iiiC) within twelve (12) 12 months of after such termination, the date this Agreement is terminated, Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to any Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionis subsequently consummated. (d) For purposes of this Agreement, “Company Termination Fee” shall mean an amount equal to $103,000,000.

Termination Fees. (a) In Notwithstanding any provision in this Agreement to the event contrary, if (i) (A) after the date of this Agreement and prior to the termination of this Agreement, any Alternative Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Alternative Proposal”) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to, and not withdrawn at least five (5) business days prior to, the Company Meeting, (B) this Agreement is terminated by Parent or the Company pursuant to Section 7.1(d) or by Parent, prior to the Company Stockholder Approval, pursuant to Section 7.1(f) and (C) within twelve (12) months after such termination, the Company consummates any Qualifying Transaction or enters into any definitive agreement providing for a Qualifying Transaction that is ultimately consummated, or (ii) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(g) or by Parent pursuant to Section 7.1(h), then in any such event the Company shall pay or cause to Parent a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Company Termination Fee”), such payment to be paid as directed made, in the case of a termination referenced in clause (i) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the consummation of the Qualifying Transaction, or in the case of clause (ii) above, within two (2) business days following Parent’s request pursuant to Section 7.2(e) following the termination by the Company pursuant to Section 7.1(g) or within two (2) business days of Parent’s request pursuant to Section 7.2(e) after termination by Parent pursuant to Section 7.1(h); it being understood that in no event shall the Company be required to pay the Company Termination Fee substantially concurrently with the termination of this Agreementon more than one (1) occasion. (b) In the event that Notwithstanding any provision in this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii)the contrary, the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such termination. (c) In in the event that (i) Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b) and, at the time of such termination, the conditions set forth in Section 6.1(a), Section 6.1(b), Section 6.3(a) and Section 6.3(b) have been satisfied (other than, in the case of Section 6.1(b), for the failure to be satisfied resulting from an injunction or order entered or issued by a Governmental Entity under any Regulatory Laws or the adoption, enactment or promulgation by a Governmental Entity of any Regulatory Law, in each case other than a CFIUS Order) and the condition set forth in Section 6.1(c) has not been satisfied, or (ii) Parent or the Company shall terminate this Agreement pursuant to Section 7.1(c) as the result of an injunction or order entered or issued by a Governmental Entity under any Regulatory Laws or the adoption, enactment or promulgation by a Governmental Entity of any Regulatory Law, in each case other than a CFIUS Order (an “Antitrust Order”), then in any such case Parent shall, upon a request from the Company, pay to the Company a fee of nine hundred twenty-five million dollars ($925,000,000) in cash (the “Parent Antitrust Termination Fee”) in accordance with this Section 7.2(b), it being understood that in no event shall Parent be required to pay the Parent Antitrust Termination Fee on more than one (1) occasion and in no event shall Parent be required to pay both the Parent Antitrust Termination Fee and the Parent CFIUS Termination Fee. The Parent Antitrust Termination Fee shall be paid to the Company promptly following the Company’s request (only if the Company so requests) in accordance with Section 7.2(e) after termination of this Agreement by the Company or Parent upon the circumstances described in this Section 7.2(b) (and in any event not later than two (2) business days after delivery to Parent of notice of request for payment (if the Company so requests) in accordance with Section 7.2(e)). (c) Notwithstanding any provision in this Agreement to the contrary, in the event that (i) Parent or the Company shall terminate this Agreement pursuant to Section 7.1(b) and, at the time of such termination, the conditions set forth in Section 6.1(a), Section 6.1(b), Section 6.1(c), Section 6.3(a) and Section 6.3(b) have been satisfied (other than, in the case of Section 6.1(b), for the failure to be satisfied resulting from a decision issued or promulgated by CFIUS or the President of the United States) and the condition set forth in Section 6.1(d) has not been satisfied, or (ii) Parent or the Company shall terminate this Agreement pursuant to Section 7.1(c) as the result of a decision issued or promulgated by CFIUS or the President of the United States (a “CFIUS Order”), then in any such case Parent shall, upon a request from the Company, pay to the Company a fee of four hundred fifty million dollars ($450,000,000) in cash (the “Parent CFIUS Termination Fee,” and collectively with the Parent Antitrust Termination Fee, the “Parent Termination Fees”) in accordance with this Section 7.2(c), it being understood that in no event shall Parent be required to pay the Parent CFIUS Termination Fee on more than one (1) occasion and in no event shall Parent be required to pay both the Parent Antitrust Termination Fee and the Parent CFIUS Termination Fee. In the event this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i7.1(c) or Section 7.1(b)(iii) or (B) by at a time when both an Antitrust Order has become final and non-appealable and a CFIUS Order have become final, the applicable Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal Termination Fee shall be determined based on which of the Antitrust Order and the CFIUS Order shall have been publicly disclosed or made first become final (and non-appealable, as applicable). The Parent CFIUS Termination Fee shall be paid to the Company after promptly following the date hereof and not publicly withdrawn Company’s request (xonly if the Company so requests) in accordance with Section 7.2(e) after termination of this Agreement by the case Company or Parent upon the circumstances described in this Section 7.2(c) (and in any event not later than two (2) business days after delivery to Parent of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to notice of request for payment (if the date of such termination, or (yCompany so requests) in the case of termination pursuant to accordance with Section 7.1(b)(iii7.2(e), prior to the date of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transaction. (d) For purposes Each party 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 hereto would not enter into this Agreement. Each party further acknowledges that neither the Company Termination Fee nor either of the Parent Termination Fees is a penalty, but rather is liquidated damages in a reasonable amount that will compensate the applicable party in the circumstances in which the applicable fee is paid 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 by this Agreement; provided that, for the avoidance of doubt, unless a Company Termination Fee or either of the Parent Termination Fees has been paid in accordance with Section 7.2(e), this sentence shall not limit any party’s rights under the Willful Breach Liability Provision or Section 8.5. In addition, if the applicable party fails (the “Failing Party”) to pay in a timely manner any amount due pursuant to this Section 7.2, then (i) the Failing Party shall reimburse the other party for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amounts, including in connection with any related claims, actions or proceedings commenced and (ii) the Failing Party shall pay to the other party interest on the amounts payable pursuant to this Section 7.2 from and including the date payment of such amounts 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. (e) Notwithstanding anything to the contrary in this Agreement, in the event: (i) the Company requests in writing, within sixty (60) business days following an applicable termination of this Agreement, “payment by Parent of the applicable Parent Termination Fee and Parent pays such Parent Termination Fee to the Company, payment of such Parent Termination Fee shall be the sole and exclusive remedy of the Company and none of Parent, its Subsidiaries or any of their affiliates shall have any liability to the Company or its Subsidiaries or affiliates or any other person under this Agreement or the Letter of Support in the event of termination of this Agreement and (ii) Parent requests in writing, within sixty (60) business days following an applicable termination of this Agreement, payment by the Company of the Company Termination Fee and the Company pays such Company Termination Fee to Parent, payment of such Company Termination Fee shall be the sole and exclusive remedy of Parent, Merger Sub and their respective affiliates and none of the Company, its Subsidiaries or any of their affiliates shall have any liability to Parent or its Subsidiaries or affiliates or any other person under this Agreement or the Letter of Support in the event of termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, if either the Company or Parent does not request the applicable Parent Termination Fee or the Company Termination Fee” , as applicable, when payable within the applicable sixty (60) business day period, then the Company or Parent, as applicable, shall mean an amount equal be deemed to $103,000,000have irrevocably waived receipt of such fee and shall have no further right to receive such fee, and such fee shall not be payable under any circumstances; provided that this sentence shall not limit any rights to seek or obtain any other remedies.

Termination Fees. (a) In the event that this Agreement is terminated by the (i) (A) Company pursuant to Section 7.1(d)(ii) [Vitesse Adverse Recommendation Change], or (B) Section 7.1(d)(iii) [Vitesse Non-Solicit Breach]; (ii) Vitesse or Company pursuant to Section 7.1(b)(iv) [Vitesse Downvote] at a time when Company had the right to terminate this Agreement pursuant to Section 7.1(d)(ii) [Vitesse Adverse Recommendation Change]; or (iii) Vitesse pursuant to Section 7.1(c)(iv) [Vitesse Superior Proposal], then Vitesse shall pay to Company the Vitesse Termination Fee (x) in the case of clause (i) or clause (ii), as promptly as possible (but in any event within three (3) Business Days) following such termination and (y) in the Company shall pay case of clause (iii), prior to or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreementsuch termination. (b) In the event that this Agreement is terminated by Parent (i) Vitesse pursuant to (A) Section 7.1(c)(ii) [Company Adverse Recommendation Change] or (B) Section 7.1(c)(iii) [Company Non-Solicit Breach]; (ii) Vitesse or Company pursuant to Section 7.1(b)(iii) [Company Downvote] at a time when Vitesse had the right to terminate this Agreement pursuant to Section 7.1(c)(ii)) [Company Adverse Recommendation Change]; or (iii) Company pursuant to Section 7.1(d)(iv) [Company Superior Proposal], the then Company shall pay or cause to be paid as directed by Parent Vitesse the Company Termination Fee (x) in the case of clause (i) or clause (ii), as promptly as possible (but in any event within two three (23) Business Days Days) following such termination and (y) in the case of clause (iii), prior to or concurrently with such termination. (c) In the event that this Agreement is terminated by either Party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (i) the Vitesse Stockholder Approval shall not have been obtained; and (ii) Company would have been permitted to terminate this Agreement pursuant to Section 7.1(d)(ii) [Vitesse Adverse Recommendation Change], and in each case of clauses (i) and (ii) a Vitesse Acquisition Proposal has been publicly proposed or otherwise publicly communicated to Vitesse's stockholders or the Vitesse Board and remains outstanding at the time of the Vitesse Meeting, then Vitesse shall pay to Company the Vitesse Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (d) In the event that this Agreement is terminated by either Party pursuant to Section 7.1(b)(i) [Termination Date] and at the time of such termination, (i) the Company Requisite Shareholder Vote shall not have been obtained; and (ii) Vitesse would have been permitted to terminate this Agreement pursuant to Section 7.1(c)(ii) [Company Adverse Recommendation Change], and in each case of clauses (i) and (ii) a Company Acquisition Proposal has been publicly proposed or otherwise publicly communicated to Company's shareholders or the Company Board and remains outstanding at the time of the Company Meeting, then Company shall pay to Vitesse the Company Termination Fee as promptly as possible (but in any event within three (3) Business Days) following such termination. (e) In the event that (i) prior to the Company Meeting, a Company Acquisition Proposal is publicly proposed or otherwise publicly communicated to Company's shareholders or the Company Board and remains outstanding three (3) Business Days prior to the time of the Company Meeting; and (ii) this Agreement is terminated (A) by Parent Vitesse or the Company pursuant to Section 7.1(b)(i) [Termination Date] or Section 7.1(b)(iii) [Company Downvote] or (B) by Parent Vitesse pursuant to Section 7.1(c)(i) [Company Terminable Breach] and concurrently with or within 6 months after any such termination described in clause (solely ii), Company or any Subsidiary of Company enters into a definitive agreement with respect to a breach to, or failure to perform a covenantotherwise consummates, any Company Acquisition Proposal (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of "Acquisition Proposal" for all purposes under this Section 7.3(e)), then Company shall pay to Vitesse the Company Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the earlier of the entry into such definitive agreement or consummation of such Company Acquisition Proposal. (f) In the event that (i) prior to the Vitesse Meeting, a Vitesse Acquisition Proposal is publicly proposed or otherwise publicly communicated to Vitesse's stockholders or the Vitesse Board and remains outstanding three (3) Business Days prior to the time of the Vitesse Meeting; and (ii) a Takeover Proposal shall have been publicly disclosed this Agreement is terminated by Vitesse or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) [Termination Date] or Section 7.1(c)(i), prior to the date of such termination, 7.1(b)(iv) [Vitesse Downvote] or (y) in the case of termination by Company pursuant to Section 7.1(b)(iii7.1(d)(i) [Vitesse Terminable Breach] and concurrently with or within 6 months after any such termination described in clause (ii), prior to the date Vitesse or any Subsidiary of the Company Shareholders Meeting, and (iii) within twelve (12) months of the date this Agreement is terminated, the Company Vitesse enters into a Company definitive agreement with respect to, or otherwise consummates, any Vitesse Acquisition Agreement or consummates a Takeover Proposal (provided that substituting fifty percent (50%) for purposes of clause the twenty percent (iii20%) of this Section 7.3(c), the references to “15%” threshold set forth in the definition of Takeover Proposal shall be deemed to be references to “50%”"Acquisition Proposal" for all purposes under this Section 7.3(f)), then the Company Vitesse shall pay or cause to be paid as directed by Parent Company the Company Vitesse Termination Fee on as promptly as possible (but in any event within three (3) Business Days) following the earlier of the date of entry into such Company Acquisition Agreement and the date of definitive agreement or consummation of such transactionVitesse Acquisition Proposal. (dg) For purposes of As used in this Agreement, “(i) "Company Termination Fee” " shall mean an a cash amount equal to $103,000,00010 million, and (ii) "Vitesse Termination Fee" shall mean a cash amount equal to $15 million.

Termination Fees. (a) In the event that this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii7.1(i), the Company then Buyer shall pay to Seller (or cause its designated Affiliates) a termination fee of $15,000,000 in cash (the “Buyer Termination Fee”) as liquidated damages in connection with any such termination, to be paid as directed by Parent within seven Business Days of the Company date on which this Agreement is terminated. Such Buyer Termination Fee substantially concurrently with shall be paid by wire transfer of immediately available U.S. dollars to the termination of this Agreementapplicable account or accounts designated in writing to Buyer by Seller. (b) In the event that this Agreement is terminated by Parent pursuant to (i) Section 7.1(c)(ii7.1(f) or (ii) Section 7.1(h), the Company then Seller Parent shall pay to Buyer (or cause its designated Affiliates) a termination fee of $15,000,000 in cash (the “Seller Termination Fee”) as liquidated damages in connection with any such termination, to be paid as directed by Parent the Company Termination Fee within two (2) Business Days of such terminationthe date on which this Agreement is terminated. Such Seller Termination Fee shall be paid by wire transfer of immediately available U.S. dollars to the applicable account or accounts designated in writing to Seller Parent by Buyer. (c) (i) (x) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i7.1(b) or (but only if Seller Termination Fee is not also payable under Section 7.1(b)(iii7.3(b)), (y) or (B) by Parent Buyer terminates this Agreement pursuant to Section 7.1(c)(i7.1(e), or (z) (solely with respect either party terminates this Agreement pursuant to a breach or failure to perform a covenantSection 7.1(d), (ii) a Takeover Competing Proposal shall have been publicly disclosed or privately made to the Company Board after the date hereof and hereof, and, in the case of any privately made proposals to the Board, not publicly withdrawn withdrawn, (x) in the case of a termination pursuant to Section 7.1(b)(i7.1(b) or Section 7.1(c)(i7.1(e), prior to the date of such termination, or (y) in the case of a termination pursuant to Section 7.1(b)(iii7.1(d), prior to the date of the Company Shareholders Stockholders Meeting, and (iii) within twelve 12 months after the termination of this Agreement, Seller shall have entered into an Alternative Acquisition Agreement or consummated a Competing Proposal, then Seller Parent shall pay Seller Termination Fee to Buyer (12to an account designated in writing by Buyer) months within two Business Days after the date Seller consummates such transaction (provided that for purposes of this Section 7.3(c)(iii), the applicable percentage in the definition of Competing Proposal shall be “50.1%” rather than “20%”). (d) In the event this Agreement is terminated by either Seller or Buyer pursuant to Section 7.1(b) without the Stockholder Approval having been obtained or Section 7.1(d), then Seller Parent shall pay to Buyer (by wire transfer of immediately available funds promptly following delivery by Buyer to Seller of a written statement setting forth the amount of Buyer Expenses and reasonable documentation thereof), all reasonable out-of-pocket costs, fees and expenses incurred by Buyer in connection with this Agreement and the Contemplated Transactions (the “Buyer Expenses”); provided that Seller Parent shall not be obligated to pay Buyer Expenses in excess of $3,500,000; provided further that any payment of Buyer Expenses shall not affect Buyer’s right to receive any Seller Termination Fee otherwise due under Section 7.3 that becomes due and payable and all Buyer Expenses so paid shall reduce the amount of the Seller Termination Fee. (e) The parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement. Accordingly, if either party fails to promptly pay any amount due pursuant to Section 7.3(a), (b), (c) or (d), as applicable, the party failing to pay the applicable termination fee shall also pay any costs, fees and expenses incurred by such other party (including reasonable legal fees and expenses) in connection with a legal action to enforce this Agreement that results in a judgment for such amount against such party. Either party may pursue both a grant of specific performance in accordance with (and subject to the limitations set forth in) Section 10.11 and the payment of Seller Termination Fee or Buyer Termination Fee, as applicable, and the fees and expenses pursuant to this Section 7.3(e); provided that under no circumstances shall either party be permitted or entitled to receive both a grant of specific performance resulting in the Closing and of payment of Seller Termination Fee or Buyer Termination Fee, as applicable, or any such fees and expenses. Seller Termination Fee and Buyer Termination Fee shall be considered liquidated damages (and not a penalty) for any and all Damages suffered or incurred by Seller or Buyer or any other Person, as applicable, in connection with this Agreement, any other Transaction Agreement and the transactions contemplated hereby or thereby (and the abandonment or termination thereof) or any other matter forming the basis for such termination. (f) Without limiting the rights of Seller under Section 10.11 prior to the termination of this Agreement pursuant to Section 7.1, if this Agreement is terminated under circumstances in which Buyer is obligated to pay the Buyer Termination Fee under Section 7.3(a), except as otherwise contemplated by the provisos at the end of this sentence, upon payment of the Buyer Termination Fee, Buyer, its Affiliates and any of the Debt Financing Source Related Parties and their respective Affiliates and Representatives shall have no further liability with respect to this Agreement or the Contemplated Transactions, including the Financing, to Seller Group, and payment of the Buyer Termination Fee by Buyer shall be Seller Parent’s and Seller’s sole and exclusive remedy for any claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, suffered or incurred by Seller Group or any other Person in connection with this Agreement, the Contemplated Transactions, including the Financing (and the termination thereof) or any matter forming the basis for such termination, and Seller Parent and Seller shall not have, and expressly waives and relinquishes, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), including against any Debt Financing Source Related Party; provided that regardless of whether Buyer pays or is obligated to pay the Buyer Termination Fee, nothing in this Section 7.3(f) shall release Buyer from liability for Fraud; provided further that Seller may elect by written notice to Buyer within two Business Days of the date this Agreement is terminated, terminated under circumstances in which Buyer is obligated to pay the Company enters into a Company Acquisition Agreement or consummates a Takeover Proposal (provided that for purposes of clause (iii) of this Section 7.3(c), the references to “15%” in the definition of Takeover Proposal shall be deemed to be references to “50%”), then the Company shall pay or cause to be paid as directed by Parent the Company Buyer Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transaction. (d) For purposes that Seller intends to pursue a claim against Buyer for willful breach by Buyer of this Agreement, “Company in which case the Buyer Termination Fee shall not be so payable. If this Agreement is terminated under circumstances in which Seller Parent is obligated to pay the Seller Termination Fee under Section 7.3(b) or Section 7.3(c) except as otherwise contemplated by the proviso at the end of this sentence, upon payment of the Seller Termination Fee” , Seller Parent and its Affiliates shall mean an amount equal have no further liability with respect to $103,000,000this Agreement or the Contemplated Transactions to Buyer or any of its Affiliates or Representatives, and payment of the Seller Termination Fee shall be Buyer’s sole and exclusive remedy for any claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, suffered or incurred by Buyer, Affiliates and any other Person in connection with this Agreement, the Contemplated Transactions (and the termination thereof) or any matter forming the basis for such termination, and Buyer shall not have, and each expressly waives and relinquishes, any other right, remedy or recourse (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity); provided that regardless of whether Seller Parent pays or is obligated to pay the Seller Termination Fee, nothing in this Section 7.3(f) shall release Seller Parent or Seller from liability for Fraud; provided further that Buyer may elect by written notice to Seller within two Business Days of the date this Agreement is terminated under circumstances in which Seller is obligated to pay the Seller Termination Fee to pursue a claim against Seller for willful breach by Seller of this Agreement, in which case the Seller Termination Fee shall not be so payable. The parties acknowledge and agree that in no event shall Seller Parent or Buyer, as applicable, be required to pay the Seller Termination Fee or the Buyer Termination Fee, as applicable, on more than one occasion.

Termination Fees. (a) In the event that that: (i) (A) a bona fide Takeover Proposal has been publicly made, proposed or communicated (and not withdrawn) after the date hereof and prior to the completion of the Company Stockholders’ Meeting (including any adjournment or postponement thereof), or prior to the termination of this Agreement, if earlier than such completion of such Company Stockholders’ Meeting, if any, (B) following the occurrence of an event described in the preceding clause (A), this Agreement is terminated by the Company or Parent pursuant to Section 7.1(d)(ii), the Company shall pay 7.01(b)(i) or cause to be paid as directed by Parent the Company Termination Fee substantially concurrently with the termination of this Agreement. (b7.01(b)(iii) In the event that this Agreement is terminated or by Parent pursuant to Section 7.1(c)(ii), the Company shall pay or cause to be paid as directed by Parent the Company Termination Fee within two (27.01(c)(i) Business Days of such termination. (c) In the event that (i) this Agreement is terminated (A) by Parent or the Company pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or (B) by Parent pursuant to Section 7.1(c)(i) (solely with respect to a breach or failure to perform a covenant), (ii) a Takeover Proposal shall have been publicly disclosed or made to the Company after the date hereof and not publicly withdrawn (x) in the case of termination pursuant to Section 7.1(b)(i) or Section 7.1(c)(i), prior to the date of such termination, or (y) in the case of termination pursuant to Section 7.1(b)(iii), prior to the date of the Company Shareholders Meeting, and (iiiC) within twelve (12) months of the date this Agreement is terminated, the Company enters into a Company Acquisition Agreement definitive agreement with respect to, or consummates a consummates, any Takeover Proposal (provided whether or not such Takeover Proposal was the same Takeover Proposal referred to in clause (A)); provided, that for purposes of clause (iiiC) of this Section 7.3(c7.03(a)(i), the references to “1520%” in the definition of Takeover Proposal shall be deemed to be references to “50%”; (ii) this Agreement is terminated by the Company pursuant to Section 7.01(d)(ii), ; or (iii) this Agreement is terminated by Parent pursuant to Section 7.01(c)(ii); then the Company shall pay or cause to Parent a termination fee of $485 million in cash (the “Company Termination Fee”), (x) in the case of Section 7.03(a)(i), within two Business Days after the earlier of entering into such definitive agreement with respect to such Takeover Proposal and the consummation of a Takeover Proposal, (y) in the case of Section 7.03(a)(ii), simultaneously with such termination and (z) in the case of Section 7.03(a)(iii), within two Business Days after such termination (it being understood that in no event shall the Company be paid as directed by Parent required to pay the Company Termination Fee on the earlier of the date of entry into such Company Acquisition Agreement and the date of consummation of such transactionmore than one occasion). (db) For purposes In the event that Parent receives full payment of this Agreement, “the Company Termination Fee” Fee pursuant to Section 7.03(a) under circumstances where a Company Termination Fee was payable, the receipt of the Company Termination Fee shall mean an amount equal to $103,000,000be the sole and exclusive monetary remedy for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other person in connection with this Agreement (and the termination hereof), the Merger and the other transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination.