Common use of Termination Fees Clause in Contracts

Termination Fees. (a) If: (i) this Agreement is terminated pursuant to (A) 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 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)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not publicly withdrawn, prior to the date of the Company Stockholders Meeting, and (C) within 12 months of such termination, the Company enters into a definitive agreement with any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 9.3(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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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. (a) If: If this Agreement is terminated: (i) this Agreement is terminated by Parent pursuant to Section 10.01(c)(i); (Aii) by the Company pursuant to Section 9.1(c)(ii10.01(d)(iii); (iii) (Violation of No Solicitationby the Company or Parent pursuant to Section 10.01(b)(iii), and in the case of clause (Biii) Section 9.1(c)(iiiof this sentence: (I) (Failure at or prior to Recommend or Change in Recommendation) or (C) Section 9.1(b)(iii) (No the Company Stockholder ApprovalMeeting a Company Acquisition Proposal shall have been publicly disclosed or announced and shall not have been publicly and irrevocably withdrawn at least four (4) if Parent has days prior to the right to terminate this Agreement pursuant to Company Stockholder Meeting; and (1II) Section 9.1(c)(iiwithin the first (1st) (Violation of No Solicitation) or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time anniversary of such termination of this Agreement: (1) a transaction relating to any Company Acquisition Proposal is consummated; or or (ii2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company or any of its Affiliates; or (Aiv) this Agreement is terminated by Parent pursuant to Section 9.1(b)(i10.01(c)(ii) (Outside Date)as a result of a material breach by the Company of its obligations set forth in Section 6.02 or Section 8.04(a) and, Section 9.1(b)(iii) (No at the time of such termination, the Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company)Approval shall not have been obtained, (B) (1) and in the case of a termination pursuant to Section 9.1(b)(iclause (iv) of this sentence: (Outside DateI) at or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, termination a Company Acquisition Proposal shall have been made and shall not have been publicly and irrevocably withdrawn at least four (4) days prior to the Company Stockholder Meeting; and (II) within the first (1st) anniversary of such termination of this Agreement: (1) a transaction relating to any Company Acquisition Proposal is consummated; or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by the Company or any of its Subsidiaries, then (x) in the case of a termination pursuant to Section 9.1(b)(iii) each of the foregoing clauses (No Company Stockholder Approvali), 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, (ii) and (C) within 12 months of such terminationiv), the Company enters into a definitive agreement with any third party shall pay to consummateParent (or its designee), or consummatesin cash at the time specified in the following sentence, a Takeover Proposal; then the Company shall pay, or cause to be paid, to Parent, by wire transfer of immediately available funds, fee in an amount equal to $18,340,000 2.2 billion (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 the foregoing 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 9.3(aiii), the term “Takeover Proposal” Company shall have the meaning ascribed thereto in Section 7.5(f) pay to Parent (Company No Solicitationor its designee), 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) cash 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) specified in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(d)(i) (Breach by Parent)following sentence, 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) fee 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Parent Company Termination Fee”, less any amounts paid to Parent (or its designee) as of such time with respect to the Parent Fee Reimbursement. The Company Termination Fee shall be paid as follows: (x) in the case of termination pursuant to clause (i) aboveof the preceding sentence, within two three (3) Business Days of after the date of termination and of this Agreement, (y) in the case of termination pursuant to clause (ii) aboveof the preceding sentence, within two Business Days on or prior to the date of such termination and (z) in the case of clause (iii) or (iv) of the preceding sentence, on or prior to the earlier of the date of the first to occur consummation of (I) the execution of a applicable transaction and the date upon which the definitive agreement relating to a Parent Takeover Proposal and (II) consummation of a transaction relating to a Parent Takeover is entered into. “Company Acquisition Proposal; provided that, solely ” for purposes of this Section 9.3(b), the term “Parent Takeover Proposal” 10.03(a) shall have the meaning ascribed assigned thereto in the definition thereof set forth in Section 7.19(f) (Parent No Solicitation)1.01, except that all references in the definition to 15% “twenty percent (20%)” shall be changed to replaced by “fifty percent (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. (a) If: (i) If this Agreement is terminated by the Company pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation9.1(h), (Bi) Section 9.1(c)(iii) (Failure the Company shall pay to Recommend or Change Acquiror an amount equal to all of Acquiror's reasonable expenses incurred in Recommendation) or (C) Section 9.1(b)(iii) (No Company Stockholder Approval) if Parent has connection with the right to terminate transactions contemplated by this Agreement pursuant not to exceed $1,000,000 payable within ninety (190) Section 9.1(c)(ii) (Violation of No Solicitation) or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at days from the time date of such termination of this Agreement; or and (ii) and in the event the Company enters into a definitive agreement in connection with, or consummates, an Acquisition Proposal within six (A6) months from the date of such termination, the Company shall pay to Acquiror the difference between four million dollars ($4,000,000) (the "Termination Fee") and the aggregate amount paid to Acquiror pursuant to Section 9.6(a)(i) above, within five (5) Business Days after the closing date of such transaction. (b) If this Agreement is terminated by the Company pursuant to Section 9.1(b)(i) (Outside Date9.1(i), Section 9.1(b)(iiiAcquiror may, within five (5) business days thereafter, make an election (No the "Termination Election") to receive the Termination Fee, in which event the Company Stockholder Approvalshall pay to Acquiror the Termination Fee within five (5) or Section 9.1(c)(i) Business Days after the date of such Termination Election and this Agreement (Breach by the Company)except those provisions that, (B) (1) in the case of a termination pursuant to Section 9.1(b)(i9.2, survive termination) shall be deemed to terminate, become void and be of no further force or effect immediately upon the Termination Election. Acquiror shall not have any right to receive, and the Company shall not have any obligation to pay, the Termination Fee except pursuant to a valid and timely Termination Election. (c) If this Agreement is terminated by Acquiror pursuant to Section 9.1(j) (Outside Dateexcluding Sections 9.1(j)(i)(D), 9.1(iv) and 9.1(v) (only to the extent Section 9.1(j)(v) relates to Sections 9.1(j)(i)(D) or Section 9.1(c)(i) (Breach by the Company9.1(j)(iv)), a Takeover Proposal shall have been made to then (i) if the Board of Directors of the Company or become publicly knownhas recommended to its stockholders an Acquisition Proposal with a third party, and not withdrawn, prior then the Company shall pay to Acquiror the date of such termination, Termination Fee or (2ii) 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 if the Board of Directors of the Company or become publicly knownhas not recommended to its stockholders an Acquisition Proposal with a third party, and then (A) the Company shall pay to Acquiror an amount equal to all of Acquiror's reasonable expenses incurred in connection with the transactions contemplated by this Agreement not publicly withdrawn, prior to exceed $1,000,000 payable within ninety (90) days from the date of such termination and (B) if the Company Stockholders Meetingthereafter enters into a definitive agreement in connection with, and or consummates, an Acquisition Proposal within nine (C9) within 12 months from the date of such termination, the Company enters into shall pay to Acquiror the difference between the Termination Fee and the aggregate amount paid to Acquiror pursuant to Section 9.6(c)(ii)(A) above, within five (5) Business Days after the closing date of such transaction. (d) If this Agreement is terminated by the Company pursuant to Section 9.1(c) as a definitive agreement result of a Terminating Acquiror Breach that has not been cured by Acquiror pursuant to Section 9.1(c), then Acquiror shall pay to the Company within thirty (30) days after such termination an amount equal to all of the Company's reasonable expenses incurred in connection with any third party the transactions contemplated by this Agreement and all damages caused to consummatethe Company as a result of such Terminating Acquiror Breach. (e) If this Agreement is terminated by Acquiror pursuant to Section 9.1(b) as a result of a Terminating Company Breach that has not been cured by the Company pursuant to Section 9.1(b), or consummates, a Takeover Proposal; then the Company shall paypay to Acquiror within thirty (30) days after such termination an amount equal to all of Acquiror's reasonable expenses incurred in connection with the transactions contemplated by this Agreement and all damages caused to Acquiror as a result of such Terminating Company Breach. Notwithstanding any of the foregoing, to the extent that subsequent to the date hereof Acquiror terminates this Agreement by reason of the Company entering into an agreement to purchase substantially all of the assets or cause equity securities of an entity, such acquisition is not a Company Acquisition and Acquiror has not consented to such acquisition, then the Company shall be obligated to pay to Acquiror its reasonable expenses incurred in connection with the transactions contemplated by this Agreement but shall have no liability to Acquiror for any damages. (f) Any payment required to be paid, made by either the Company or the Acquiror pursuant to Parent, Section 9.6 of this Agreement shall be made by wire transfer of immediately available funds, funds to an amount equal to $18,340,000 (account designated by 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 9.3(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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with party receiving payment. If any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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 any termination fee or any expenses or damages in connection with a timely manner any amount termination when due pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees)and payable, as applicable, then (i) such Party party shall reimburse the other Party for pay all costs and expenses (including disbursements reasonable legal fees and fees of counselexpenses) incurred in the collection of such overdue amount, including in connection with any related Proceedings commenced and (ii) such Party shall pay action, including the filing of any lawsuit or other legal action, taken to the other Party collect payment, together with 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 any unpaid fee, expense and/or damages at the publicly announced prime rate set forth in The Wall Street Journal in effect on of Citibank, N.A. from the date such payment fee was required to be made plus 2%. Notwithstanding anything paid to the contrary date on which it is paid. (g) The Company and Acquiror each agrees that, except as expressly provided therein, the payments provided for in this Agreementclauses (a) through (e) above, (A) upon payment to the extent applicable, shall be the sole and exclusive remedies 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 parties against each other upon a termination 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 Transactions9.1.

Termination Fees. (a) If: In the event that (i) this Agreement is terminated by Ranger pursuant to (ASection 8.01(c)(ii) or Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation8.01(c)(iii) 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 time of such termination of this Agreement; or (ii) (A) this Agreement is terminated by Trooper pursuant to Section 9.1(b)(i) (Outside Date8.01(c)(iv), Section 9.1(b)(iiithen Trooper shall pay to Ranger (A) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) Termination Fee (1) as promptly as possible (but in any event within three (3) Business Days) following such termination in the case of a termination pursuant to Section 9.1(b)(iclause (i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, above or (2) upon termination of this Agreement 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 above and (II) consummation of a transaction relating to a Takeover Proposal; provided that, solely for purposes of this Section 9.3(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)(iiithe Expenses no later than three (3) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if the Company has the Business Days after receipt of documentation supporting such Expenses. Ranger’s 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 receive the one-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 payment of the Parent Stockholders Meeting, Termination Fee and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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; Expenses from Trooper as 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 Fees8.03(a) are an integral part of this Agreement, shall be the sole 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 exclusive remedy available 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 Ranger against Trooper or any of their respective its former, current or future officersequityholders, directors, partnersofficers, stockholdersAffiliates, managersagents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Ranger pursuant to Section 8.01(c)(ii) or Section 8.01(c)(iii) or by Trooper pursuant to Section 8.01(b)(iv) (including if terminated or terminable pursuant to one or more of such provisions), membersand, Affiliates upon such payment of the Termination Fee and the Expenses, none of Trooper’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions transactions contemplated hereby. The parties hereto acknowledge and agree that in no event shall Trooper be required to pay the Termination Fee or the Expenses on more than one occasion. (b) In the event that (i) this Agreement is terminated by Trooper pursuant to Section 8.01(b)(ii) or Section 8.01(b)(iii) or (ii) this Agreement is terminated by Ranger pursuant to Section 8.01(c)(iv), then Ranger shall pay to Trooper (A) the Termination Fee (1) as promptly as possible (but in any event within three (3) Business Days) following such termination in the case of a termination pursuant to clause (i) above or (2) upon termination of this Agreement in the case of a termination pursuant to clause (ii) above and (B) upon the Expenses no later than three (3) Business Days after receipt of documentation supporting such Expenses. Trooper’s right to receive the one-time payment of the Parent Termination Fee pursuant to and the Expenses from Ranger as provided in this Section 9.3 (Termination Fees), none of Parent, any of 8.03(b) shall be the Parent Subsidiaries sole and exclusive remedy available to Trooper against Ranger or any of their respective its former, current or future officersequityholders, directors, partnersofficers, shareholdersAffiliates, managersagents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Trooper pursuant to Section 8.01(b)(ii) or Section 8.01(b)(iii) or by Ranger pursuant to Section 8.01(c)(iv) (including if terminated or terminable pursuant to one or more of such provisions), membersand, Affiliates upon such payment of the Termination Fee and the Expenses, none of Ranger’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactionstransactions contemplated hereby. The parties hereto acknowledge and agree that in no event shall Ranger be required to pay the Termination Fee or the Expenses on more than one occasion. (c) In the event that, prior to the Ranger Shareholders’ Meeting, an Acquisition Proposal with respect to Ranger is publicly proposed or publicly disclosed and this Agreement is terminated by Trooper or Ranger pursuant to Section 8.01(b)(i) or Section 8.01(d)(iii), then Ranger shall pay to Trooper the Expenses no later than three (3) Business Days after receipt following termination of documentation supporting such Expenses. If, concurrently with or within twelve (12) months after any such termination described in the immediately preceding sentence, Ranger enters into a definitive agreement with respect to, or otherwise consummates, any Acquisition Proposal with respect to Ranger (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 8.03(c)), then Ranger shall pay to Trooper the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the consummation of such Acquisition Proposal. Trooper’s right to receive the one-time payment of the Termination Fee (if and when due) and the Expenses from Ranger as provided in this Section 8.03(c) shall be the sole and exclusive remedy available to Trooper against Ranger or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Trooper or Ranger pursuant to Section 8.01(b)(i) or Section 8.01(d)(iii) (including if terminated or terminable pursuant to one or more of such provisions), and, upon such payment of the Termination Fee (if and when due) and the Expenses, none of Ranger’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. (d) In the event that, prior to the Trooper Shareholders’ Meeting, an Acquisition Proposal with respect to Trooper is publicly proposed or publicly disclosed and this Agreement is terminated by Trooper or Ranger pursuant to Section 8.01(c)(i) or Section 8.01(d)(iv), then Trooper shall pay to Ranger the Expenses no later than three (3) Business Days after receipt following termination of documentation supporting such Expenses. If, concurrently with or within twelve (12) months after any such termination described in the immediately preceding sentence, Trooper enters into a definitive agreement with respect to, or consummates, any Acquisition Proposal with respect to Trooper (substituting fifty percent (50%) for the twenty percent (20%) threshold set forth in the definition of “Acquisition Proposal” for all purposes under this Section 8.03(d)), then Trooper shall pay to Ranger the Termination Fee as promptly as possible (but in any event within three (3) Business Days) following the consummation of such Acquisition Proposal. Ranger’s right to receive the one-time payment of the Termination Fee (if and when due) and the Expenses from Trooper as provided in this Section 8.03(d) shall be the sole and exclusive remedy available to Ranger against Trooper or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Trooper or Ranger pursuant to Section 8.01(c)(i) or Section 8.01(d)(iv) (including if terminated or terminable pursuant to one or more of such provisions), and, upon such payment of the Termination Fee (if and when due) and the Expenses, none of Ranger’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. (e) As used in this Agreement, “Termination Fee” shall mean $46 million. As used in this Agreement, “Expenses” shall mean reasonable, documented out-of-pocket fees and expenses incurred or paid by or on behalf of the party receiving payment thereof and its Affiliates in connection with the transactions contemplated by this Agreement, or related to the authorization, preparation, negotiation, execution and performance of this Agreement, in each case including all documented fees and expenses of law firms, commercial banks, investment banking firms, financing sources, accountants, experts and consultants to such party and its Affiliates; provided, that the aggregate amount of Expenses payable shall not exceed $5,000,000.

Termination Fees. (a) If: (i) If this Agreement is terminated pursuant to (A) 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 time of such termination of this Agreement; or (ii) (A) this Agreement is shall have been terminated pursuant to Section 9.1(b)(i) (Outside Date9.1(e), Section 9.1(b)(iii) (No Company Stockholder Approval) 9.1(f)(i), or Section 9.1(c)(i9.1(i) then WPZ shall promptly, but in no event later than two business days after the termination of this Agreement (Breach by the Company), (B) (1) or in the case event of a termination pursuant to Section 9.1(b)(i9.1(i), on the date of termination), pay Parent an amount equal to $9,200,000 (the "Break-up Fee") plus all Expenses pursuant 44 52 to Section 10.9(c), subject to the limitation on amount set forth therein. Payment of any amounts pursuant to this Section 9.3(a) shall be made as directed by Parent, by wire transfer in immediately available funds promptly, but in no event later than two business days following such termination (Outside Dateprovided that in the event of a termination pursuant to Section 9.1(i), such payment shall be made on the date of termination). (b) If this Agreement shall have been terminated pursuant to Section 9.1(c) or Section 9.1(c)(i9.1(f)(ii) (Breach by the Companyor Section 9.1(h), a Takeover Proposal WPZ shall have been made (i) promptly, but in no event later than two business days after the termination of this Agreement, pay the Expenses pursuant to Section 10.9 subject to the Board applicable limitations or amounts set forth therein as directed by Parent, by wire transfer in immediately available funds, except that WPZ shall not be required to pay Expenses in the event of Directors termination of the Company this Agreement pursuant to Section 9.1(c) that arises solely from a failure of Section 4.7 or become publicly known8.3(n), and not withdrawn, prior to (ii) if within six (6) months following the date of such termination, or (2A) 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 WPZ enters into a definitive written agreement (other than a confidentiality agreement) with respect to a merger, consolidation, business combination or other similar transaction involving WPZ or a substantial portion of its assets (an "Alternative Acquisition"), or (B) any third party (other than an Affiliate of Parent or Merger Subsidiary) acquires 50% or more of the then outstanding Shares from WPZ or pursuant to consummatea tender offer made to all shareholders (a "Stock Purchase") then WPZ shall, upon the closing of such Alternative Acquisition or consummatesStock Purchase, a Takeover Proposal; then pay Parent the Company shall payBreak-up Fee and all Expenses not previously paid or reimbursed by Parent, or cause to be paid, to as directed by Parent, by wire transfer of in 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 9.3(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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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 The payment of any Break-up Fee and/or Expenses pursuant to Sections 9.3 or 10.9 shall be compensation for the loss suffered by Parent as the result 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 failure 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 Merger 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 Transactionsconsummated.

Termination Fees. (a) If: In the event that (i) this Agreement is terminated by Union pursuant to (ASection 8.01(c)(ii) or Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation8.01(c)(iii) 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 time of such termination of this Agreement; or (ii) (A) this Agreement is terminated by Visor pursuant to Section 9.1(b)(i) (Outside Date8.01(b)(iv), Section 9.1(b)(iiithen Visor shall pay to Union (A) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) Termination Fee (1) as promptly as possible (but in any event within three (3) Business Days) following such termination in the case of a termination pursuant to Section 9.1(b)(iclause (i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, above or (2) upon termination of this Agreement 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 above and (II) consummation of a transaction relating to a Takeover Proposal; provided that, solely for purposes of this Section 9.3(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)(iiithe Expenses no later than three (3) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if the Company has the Business Days after receipt of documentation supporting such Expenses. Union’s 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 receive the one-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 payment of the Parent Stockholders Meeting, Termination Fee and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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; Expenses from Visor as 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 Fees8.03(a) are an integral part of this Agreement, shall be the sole 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 exclusive remedy available 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 Union against Visor or any of their respective its former, current or future officersequityholders, directors, partnersofficers, stockholdersAffiliates, managersagents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Union pursuant to Section 8.01(c)(ii) or Section 8.01(c)(iii) or by Visor pursuant to Section 8.01(b)(iv) (including if terminated or terminable pursuant to one or more of such provisions), membersand, Affiliates upon such payment of the Termination Fee and the Expenses, none of Visor’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions transactions contemplated hereby. The parties hereto acknowledge and agree that in no event shall Visor be required to pay the Termination Fee or the Expenses on more than one occasion. (b) In the event that (i) this Agreement is terminated by Visor pursuant to Section 8.01(b)(ii) or Section 8.01(b)(iii) or (ii) this Agreement is terminated by Union pursuant to Section 8.01(c)(iv), then Union shall pay to Visor (A) the Termination Fee (1) as promptly as possible (but in any event within three (3) Business Days) following such termination in the case of a termination pursuant to clause (i) above or (2) upon termination of this Agreement in the case of a termination pursuant to clause (ii) above and (B) upon the Expenses no later than three (3) Business Days after receipt of documentation supporting such Expenses. Visor’s right to receive the one-time payment of the Parent Termination Fee pursuant to and the Expenses from Union as provided in this Section 9.3 (Termination Fees), none of Parent, any of 8.03(b) shall be the Parent Subsidiaries sole and exclusive remedy available to Visor against Union or any of their respective its former, current or future officersequityholders, directors, partnersofficers, shareholdersAffiliates, managersagents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Visor pursuant to Section 8.01(b)(ii) or Section 8.01(b)(iii) or by Union pursuant to Section 8.01(c)(iv) (including if terminated or terminable pursuant to one or more of such provisions), membersand, Affiliates upon such payment of the Termination Fee and the Expenses, none of Union’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactionstransactions contemplated hereby. The parties hereto acknowledge and agree that in no event shall Union be required to pay the Termination Fee or the Expenses on more than one occasion. (c) In the event that, prior to the Union Shareholders’ Meeting, an Acquisition Proposal with respect to Union is publicly proposed or publicly disclosed and this Agreement is terminated by Visor or Union pursuant to Section 8.01(b)(i) or Section 8.01(d)(iii), then Union shall pay to Visor the Expenses no later than three (3) Business Days after receipt following termination of documentation supporting such Expenses. Visor’s right to receive the one-time payment of the Expenses from Union as provided in this Section 8.03(c) shall be the sole and exclusive remedy available to Visor against Union or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Visor or Union pursuant to Section 8.01(b)(i) or Section 8.01(d)(iii) (including if terminated or terminable pursuant to one or more of such provisions), and, upon such payment of the Expenses, none of Union’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. (d) In the event that, prior to the Visor Shareholders’ Meeting, an Acquisition Proposal with respect to Visor is publicly proposed or publicly disclosed and this Agreement is terminated by Visor or Union pursuant to Section 8.01(c)(i) or Section 8.01(d)(iv), then Visor shall pay to Union the Expenses no later than three (3) Business Days after receipt following termination of documentation supporting such Expenses. Union’s right to receive the one-time payment of the Expenses from Visor as provided in this Section 8.03(d) shall be the sole and exclusive remedy available to Union against Visor or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives with respect to this Agreement and the transactions contemplated hereby in the event that this Agreement is terminated by Visor or Union pursuant to Section 8.01(c)(i) or Section 8.01(d)(iv) (including if terminated or terminable pursuant to one or more of such provisions), and, upon such payment of the Expenses, none of Union’s or any of its former, current or future equityholders, directors, officers, Affiliates, agents or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. (e) As used in this Agreement, “Termination Fee” shall mean $1,500,000. As used in this Agreement, “Expenses” shall mean reasonable, documented out-of-pocket fees and expenses incurred or paid by or on behalf of the party receiving payment thereof and its Affiliates in connection with the transactions contemplated by this Agreement, or related to the authorization, preparation, negotiation, execution and performance of this Agreement, in each case including all documented fees and expenses of law firms, commercial banks, investment banking firms, financing sources, accountants, experts and consultants to such party and its Affiliates; provided, that the aggregate amount of Expenses payable shall not exceed $2,000,000.

Termination Fees. (a) If: If this Agreement is either (x) validly terminated by Parent pursuant to Section 11.1(e) or 11.1(i) or (y) validly terminated by the Company Equityholder Representative pursuant to Section 11.1(c) or 11.1(i) (any of the foregoing, a “Parent Termination Event”), and such Parent Termination Event occurs (i) this Agreement is terminated pursuant at any time after the expiration of the Initial Diligence Period, but prior to the expiration of the Diligence Period, then Parent shall pay to the Company a fee equal to $2,500,000 (A) Section 9.1(c)(ii) (Violation of No Solicitationthe “Initial Diligence Period Parent Termination Fee”), (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 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)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by at any time after the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors expiration of the Company or become publicly knownDiligence Period, and not withdrawn, but prior to the date of such terminationOutside Date, or then Parent shall pay to the Company a fee equal to $7,500,000 (2) in the case of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval“Diligence Period Parent Termination Fee”), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly knownin each case, 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, in cash by wire transfer of immediately available funds, an amount equal within ten (10) days after such Parent Termination Event. For the avoidance of doubt, to $18,340,000 (the “Company extent that Parent validly terminates this Agreement pursuant to Section 11.1(e) prior to the expiration of the Initial Diligence Period or this Agreement is otherwise validly terminated at any time prior to the expiration of the Initial Diligence Period, no Initial Diligence Period Parent Termination Fee”) (x) in the case , Diligence Period Parent Termination Fee or other termination fee 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 9.3(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% any kind shall be changed due and payable by Parent to 50%the Company. (b) If: If this Agreement is either (x) validly terminated by Company Equityholder Representative pursuant to Section 11.1(f) or (y) validly terminated by Parent pursuant to Section 11.1(d) (any of the foregoing, a “Company Termination Event”) (i) this Agreement is terminated pursuant at any time prior to the expiration of the Diligence Period, then the Company shall pay to Parent a fee equal to $2,500,000 (A) Section 9.1(d)(ii) (Violation of Parent No Solicitationthe “Initial Diligence Period Company Termination Fee”), (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)at any time after the expiration of the Diligence Period, 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, but 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover ProposalOutside Date, then Parent the Company shall pay to Parent a fee equal to $7,500,000 (the Company“Diligence Period Company Termination Fee”), in each case, in cash by wire transfer of immediately available funds, an amount equal to $18,340,000 within ten (the “Parent 10) days after such 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 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%Event. (c) Each of the Parties Party acknowledges that the agreements contained in this Section 9.3 (Termination Fees) 11.4 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 transactions contemplated by this Agreement and in reliance on that, without these agreements, the Parties would not enter into 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 precisionAgreement. In additionAccordingly, if any a Party fails to pay in a timely manner any amount applicable amounts due pursuant to this Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees)11.4, as applicable, then (i) such Party shall reimburse the other Party also be liable for all any reasonable out-of-pocket costs and expenses (including disbursements and fees of counselout-of-pocket attorneys’ fees) incurred in by the collection of such overdue amount, including other Party or its Affiliates in connection with any related Proceedings commenced and (ii) such Party shall pay their collection efforts under this Section 11.4 to the other Party receive an Applicable Termination Fee, together with interest on the such amount payable pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees) from and including the date that such payment of such amount was due required to but excluding be made through the date of actual that such payment or portion thereof is actually received by the Company or Parent, as applicable, at an annual rate equal to the prime rate set forth as published in The Wall Street Journal in effect on the such date that such payment or portion thereof was required to be made plus two percent (2%. Notwithstanding anything ), or a lesser rate that is the maximum permitted by applicable Law. (d) The Parties further acknowledge and agree that, in light of the difficulty of accurately determining actual damages in circumstances where an Applicable Termination Fee is payable, the right to the contrary in this Agreement, (A) upon payment of the Company Applicable Termination Fee pursuant to this Section 9.3 (Termination Fees)11.4 constitutes a good faith, none fair and reasonable estimate of the Companydamages, losses, liabilities, fees, costs and expenses that will be suffered by reason of any such Parent Termination Event or Company Termination Event, as applicable, and payment of an Applicable Termination Fee in such circumstances does not constitute a penalty but shall constitute liquidated damages to compensate the Company Subsidiaries or Parent, as applicable. Prior to the Closing, the right to terminate this Agreement and, if applicable, seek payment of an Applicable Termination Fee (together with any expenses payable pursuant to Section 11.4(c)) shall be the Company’s or Parent’s, as applicable, sole and exclusive remedy against the other Party and any of their respective formerRepresentatives for any claim related to this Agreement and the transactions contemplated hereby, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents and in no event shall any Party have any further liability right to any other relief, legal or obligation relating equitable for any claim related to this Agreement or arising out any of the transactions contemplated hereunder, whether such relief be based statute, case law or otherwise. Except as specifically contemplated by Section 11.4(c), the Parties acknowledge and agree that in no event shall (w) Parent be required to pay any of the Initial Diligence Period Parent Termination Fee or the Diligence Period Parent Termination Fee on more than one occasion, (x) Parent be entitled to receive, pursuant to Section 11.4(b), an amount greater than the Diligence Period Company Termination Fee, (y) the Company be required to pay any of the Initial Diligence Period Company Termination Fee or the Diligence Period Company Termination Fee on more than one occasion and (z) the Company be entitled to receive, pursuant to Section 11.4(a), an amount greater than the Diligence Period Parent Termination Fee. Nothing contained in this Section 11.4 or otherwise set forth in this Agreement is intended to waive any right to indemnification provided under Article 9 of this Agreement or in the Transactions and (B) upon payment of event 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 TransactionsClosing has taken place.

Termination Fees. (a) If:In the event that (i) any of the representations or warranties of the Company contained in this Agreement or the Merger Agreement, as applicable, was materially false when made or the Company shall have failed to perform in any material respect any of its covenants or other agreements contained in this Agreement or the Merger Agreement, as applicable, and, as a result thereof, (A) EGI-TRB terminates this Agreement pursuant to Section 8.19(e), (B) EGI-TRB terminates this Agreement pursuant to Section 8.19(c) where the Merger Agreement has been terminated pursuant to Section 7.1(f) thereof, or (C) EGI-TRB terminates this Agreement pursuant to Section 8.19(g) and such materially false representation or warranty of the Company or such failure by the Company to perform in any material respect any of such covenants was the proximate cause of the failure of the Merger to close by the End Date, (ii) the Company or EGI-TRB terminates this Agreement pursuant to Section 8.19(c) where the Merger Agreement has been terminated pursuant to Section 7.1(g) or Section 7.1(h) thereof or EGI-TRB terminates this Agreement pursuant to Section 8.19(h) or 8.19(j), or (iii) after the date of this Agreement, any bona fide Alternative Proposal (substituting for purposes of this Section 8.20(a) 50% for the 20% thresholds set forth in the definition of “Alternative Proposal” in the Merger Agreement) (a “Qualifying Transaction”) is publicly proposed or publicly disclosed prior to the time of the Company Meeting and not permanently abandoned prior to the time of the Company Meeting, and the Company or EGI-TRB terminates this Agreement pursuant to Section 8.19(c) where the Merger Agreement has been terminated pursuant to Section 7.1(d) thereof or EGI-TRB terminates this Agreement pursuant to Section 8.19(i), and, within twelve (12) months after any such termination, the Company enters into any Qualifying Transaction, then in any such event set forth in clauses (i), (ii) or (iii) above, the Company shall pay to EGI-TRB a fee of $25 million in cash (the “Company Termination Fee”). Payment of the Company Termination Fee shall be made five (5) business days after termination of this Agreement under the circumstances described in clauses (i) or (ii) of the preceding sentence or within five (5) business days after the entering into of the Qualifying Transaction under the circumstances described in clause (iii) of the preceding sentence. In no event shall the Company be required to pay the Company Termination Fee on more than one occasion. (b) In the event that any of EGI-TRB’s or Guarantor’s representations or warranties contained in this Agreement was materially false when made or EGI-TRB or Guarantor shall have failed to perform in any material respect any of its covenants or other agreements contained in this Agreement and, as a result thereof, (A) the Company terminates this Agreement pursuant to Section 8.19(d), or (B) the Company terminates this Agreement pursuant to Section 8.19(c) where the Merger Agreement has been terminated pursuant to Section 7.1(b) thereof and such materially false representation or warranty of EGI-TRB or Guarantor or such failure by EGI-TRB or Guarantor to perform in any material respect any of such covenants was the proximate cause of the failure of the Merger to close by the End Date, then in any such event EGI-TRB shall pay to the Company a fee of $25 million in cash (the “EGI-TRB Termination Fee”). EGI-TRB shall also pay to the Company the EGI-TRB Termination Fee if (i) this Agreement is terminated by the Company or EGI-TRB pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation8.19(c), (Bii) the primary factor leading to the underlying termination of the Merger Agreement was the failure to satisfy the financing condition set forth in Section 9.1(c)(iii6.1(g) of the Merger Agreement and (Failure iii) the failure to Recommend satisfy the financing condition set forth in Section 6.1(g) of the Merger Agreement was not the result of the breach or Change failure by the Company or the ESOP to perform in Recommendationany material respect any of their respective covenants or other agreements contained in this Agreement, the Merger Agreement or the Debt Commitment Letters, as applicable, or any of the other documents delivered by either the Company or the ESOP in connection therewith, or the result of the Company’s or the ESOP’s representations or warranties contained in any such agreements or documents having been materially false when made. Payment of the EGI-TRB Termination Fee shall be made five (5) 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 time of such business days after termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by under the Company), (B) (1) circumstances described in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors either of the Company or become publicly known, and not withdrawn, prior two preceding sentences. In no event shall EGI-TRB be required to pay 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 EGI-TRB 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 9.3(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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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%Fee on more than one occasion. (c) Each of the Parties parties hereto acknowledges that the agreements contained in this Section 9.3 (Termination Fees) 8.20 are an integral part of the transactions contemplated by this Agreement, Agreement and that (i) none of the Company Termination Fee fees contemplated under this Section 8.20 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent and Merger Sub in EGI-TRB or the circumstances in which such payment is payable Company, as the case may be, for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions and (ii) the Parent Termination Fee is not a penaltytransactions contemplated hereby, but rather is a reasonable which 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, and except as otherwise provided in the next succeeding sentence, (Ai) upon the Company’s right to receive payment of the Company EGI-TRB Termination Fee pursuant to this Section 9.3 (Termination Fees), none of 8.20 shall be the Company, any exclusive remedy of the Company Subsidiaries against EGI-TRB for (A) the loss suffered as a result of the failure of the transactions contemplated hereby or by Merger Agreement to be consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and upon payment of the EGI-TRB Termination Fee in accordance with this Section 8.20, neither EGI-TRB nor any of their respective formerits equityholders, current or future officerspartners, members, directors, partnersofficers or agents, stockholdersas the case may be, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions transactions contemplated hereby (except as provided for in the Confidentiality Agreement); and (Bii) upon EGI-TRB’s right to receive payment of the Parent Company Termination Fee pursuant to this Section 9.3 8.20 shall be the exclusive remedy of EGI-TRB for (A) the loss suffered as a result of the failure of the transactions contemplated hereby or by the Merger Agreement to be consummated and (B) any other losses, damages, obligations or liabilities suffered as a result of or under this Agreement and the transactions contemplated hereby, and upon payment of the Company Termination Fees)Fee in accordance with this Section 8.20, none of Parent, neither the Company nor any of the Parent Subsidiaries or any of their respective former, current or future officersits stockholders, directors, partnersofficers or agents, shareholdersas the case may be, managers, members, Affiliates or agents shall have any further liability or obligation relating to or arising out of this Agreement or the Transactionstransactions contemplated hereby (except as provided for in the Confidentiality Agreement). If the Company fails to pay EGI-TRB any amounts due to EGI-TRB pursuant to this Section 8.20 within the time periods specified in this Section 8.20 or EGI-TRB fails to pay the Company any amounts due to the Company pursuant to this Section 8.20 within the time periods specified in this Section 8.20, the Company or EGI-TRB, as applicable, shall pay the costs and expenses (including reasonable legal fees and expenses) incurred by EGI-TRB or the Company, as applicable, in connection with any action, including 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.

Termination Fees. (a) If: If (i) this Agreement is validly terminated by the Company pursuant to Section 7.1(d)(ii), (ii) this Agreement is validly terminated by Parent pursuant to Section 7.1(e)(ii), or (iii) (A) Section 9.1(c)(ii) after the date of this Agreement but prior to the Stockholders’ Meeting, a bona fide Acquisition Proposal shall have been made to the Company Board and shall have become publicly known to the Company’s stockholders generally (Violation and, in each such case, such Acquisition Proposal shall not have been irrevocably withdrawn prior to the time of No Solicitationthe Stockholders’ Meeting), (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 time of such termination of this Agreement; or (ii) (A) thereafter this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date7.1(b), Section 9.1(b)(iii) (No Company Stockholder Approval7.1(e)(i) or Section 9.1(c)(i7.1(f) and (Breach by the Company), C) within twelve (B12) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to months after the date of such termination, (x) the Company consummates such Acquisition Proposal or (2y) 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 providing for such Acquisition Proposal, which is subsequently consummated (it being understood, for the purposes of this clause (iii) all references to consummate“25%” in the definition of Acquisition Proposal will be deemed references to “50%”), or consummates, a Takeover Proposal; then the Company shall pay, or cause to be paid, to Parent, by wire transfer of immediately available fundsfunds to an account designated in writing by Parent, an amount equal to $18,340,000 (the “Company Termination Fee”Fee to Parent in cash, such payment to be made (I) (x) prior to or concurrently with the time of such termination in the case of a termination pursuant to clause (i) above, (II) within two five (5) Business Days of the date of after such termination and (y) in the case of termination pursuant to clause (ii) above, or (III) within two five (5) Business Days after the consummation of the date of the first to occur of (I) the execution of a definitive agreement relating to a Takeover Acquisition Proposal and (II) consummation of a transaction relating to a Takeover Proposal; provided that, solely for purposes of this Section 9.3(a), the term “Takeover Proposal” shall have the meaning ascribed thereto contemplated 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Parent Termination Fee”) (x) in the case of termination pursuant to clause (iiii) 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 . 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 (ix) the “Company Termination Fee is not Fee” means 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 cash fee equal to One Million One Hundred Seventy-Three Thousand Five Hundred Forty-Four Dollars (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$1,173,544), 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 except with respect to fraud or Willful Breach, if the Company Termination Fee shall become due and payable in accordance with this Section 7.3(a), from and after the payment of the Company Termination Fee in full pursuant to and in accordance with this Section 9.3 (Termination Fees)7.3(a) and receipt thereof by Parent, 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 no further liability or obligation relating to or arising out of any kind for any reason in connection with this Agreement or the Transactions and (B) upon payment of termination thereof other than as set forth in this Section 7.3. In no event shall the Parent Company be required to pay the Company Termination Fee pursuant to this Section 9.3 on more than one (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 Transactions1) occasion.

Termination Fees. (a) If: (i) If this Agreement is terminated by Parent pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation9.01(e), then the Company shall pay to Parent (Bor a person designated by Parent in writing) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) or (C) Section 9.1(b)(iii) (No the Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to Termination Fee by wire transfer of same-day funds within one (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 Business Day following the time date of such termination of this Agreement; or. (iib) (A) If this Agreement is terminated by the Company pursuant to Section 9.1(b)(i) (Outside Date9.01(f), Section 9.1(b)(iiithen the Company shall pay to Parent (or a person designated by Parent in writing) the Company Termination Fee by wire transfer of same-day funds, concurrently with, and as a condition to the effectiveness of, such termination of this Agreement. (No Company Stockholder Approvalc) or Section 9.1(c)(iIf (i) (Breach by after the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company)date hereof, a Takeover Proposal shall have been made become publicly known and not irrevocably withdrawn at least two (2) Business Days prior to the Board earliest of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, the Outside Date and the then-scheduled expiration date of the Offer, (ii) thereafter, this Agreement is terminated (A) by Parent or the Company pursuant to Section 9.01(b)(i) (and at the then-scheduled expiration date of the Offer as of immediately prior to such termination, all Offer Conditions are satisfied (other than (1) the Minimum Tender Condition, (2) in any Offer Condition the case failure which to be satisfied was principally caused or resulted from the Company’s breach of a termination this Agreement and (3) those Offer Conditions that by their terms are to be satisfied at the Offer Closing, so long as such conditions are capable of being satisfied at such time) or (B) by Parent pursuant to Section 9.1(b)(iii9.01(c)(i) (No Company Stockholder Approval), arising from a Takeover Proposal shall have been made to the Board of Directors breach of the Company Company’s covenants or become publicly known, and not publicly withdrawn, prior to the date of the Company Stockholders Meetingagreements set forth in this Agreement), and (Ciii) within 12 twelve (12) months of such termination, the Company or any of its Subsidiaries enters into a definitive acquisition agreement with or similar definitive agreement that provides for any third party to consummateTakeover Proposal, or consummatesany Takeover Proposal (regardless of when made) is consummated, a Takeover Proposal; then then, in any such case, the Company shall pay, pay to Parent (or cause to be paid, to Parent, a person designated by Parent in writing) the Company Termination Fee by wire transfer of immediately available funds, an amount equal to $18,340,000 (same-day funds on the “Company Termination Fee”) (x) in the case of termination pursuant to clause (i) above, within two Business Days earlier of the date on which any such definitive agreement is entered into by the Company or any of termination and (y) in the case of termination pursuant to clause (ii) above, within two Business Days of its Subsidiaries or 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 any such transaction relating to a Takeover Proposal; provided that, solely is consummated. Solely for purposes of this Section 9.3(a9.03(c), the term “Takeover Proposal” shall have the meaning ascribed thereto assigned to such term in Section 7.5(f) (Company No Solicitation6.02(a), except that all references to 15% “20%” therein shall be changed deemed to be references 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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. (a) If: (i) (A) this Agreement is validly terminated (x) by Parent pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation9.1(b)(ii) or (Cy) by the Company pursuant to Section 9.1(b)(iii9.1(b)(ii) (No Company Stockholder Approval) if in a circumstance in which Parent has the right would have been permitted 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 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)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company9.1(b)(ii), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) at or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date termination of such termination, or (2) in the case of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval)this Agreement, a Takeover third Person shall have delivered to the Company Board a bona fide Acquisition Proposal (and such Acquisition Proposal shall not have been made to the Board of Directors of the Company or become publicly known, and not publicly withdrawn, withdrawn prior to the date termination of this Agreement) (such Acquisition Proposal, the Company Stockholders Meeting“Outstanding Proposal”), and (C) within 12 twelve months after the termination of such terminationthis Agreement (the “Tail Period”), the Company enters into a definitive agreement with any third party respect to consummatethe Outstanding Proposal and the Outstanding Proposal is consummated (whether or not such consummation occurs within the Tail Period) (for the purposes of the definition of “Outstanding Proposal” only, or consummatesreferences in the definition of “Acquisition Proposal” to “15%” shall be replaced with references to “50%”); (ii) the Company terminates this Agreement pursuant to Section 9.1(c)(iii); (iii) Parent terminates this Agreement pursuant to Section 9.1(d)(ii)(A) or, (iv) (A) Parent terminates this Agreement pursuant to Section 9.1(d)(ii)(B) and (B) within twelve months after the termination of this Agreement by Parent pursuant to such Section 9.1(d)(ii)(B), the Company enters into a Takeover Proposal; definitive Company Acquisition Agreement with the Person in respect of which the Company committed such willful and material breach of Section 7.3 and the Acquisition Proposal that is the subject of such definitive Company Acquisition Agreement is consummated, then the Company shall paypay to Parent a termination fee equal to 3.5% of the aggregate Merger Consideration payable to all holders of Company Common Stock, or cause Company Restricted Shares and Company Stock Options pursuant to be paid, to ParentSection 2.8(a) and Section 2.9 (the “Company Termination Fee”), by wire transfer of immediately available fundsfunds to one or more accounts designated in writing by Parent, an amount equal to $18,340,000 (I) in the “case of clause (i) above, on the date on which the Company Termination Fee”consummates the Outstanding Proposal, (II) in the case of clause (xii) above, concurrently with such termination, (III) in the case of termination pursuant to clause (iiii) 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 9.3(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 following the date of such termination, or and (2IV) 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Parent Termination Fee”) (x) in the case of termination pursuant to clause (iiv) above, within two Business Days of on the date on which the Company consummates the Acquisition Proposal. (b) In no event shall the Company be required to pay the Company Termination Fee on more than one occasion whether or not the Company Termination Fee may be payable at the same time or at different times and/or based upon the occurrence 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%different events. (c) Each of In the Parties acknowledges that the agreements contained circumstances in this Section 9.3 (Termination Fees) are an integral part of this Agreement, and that (i) which the Company Termination Fee is not a penaltypaid in accordance with Section 9.3(a), 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 Parent’s receipt of the consummation of the Transactions and (ii) the Parent Company Termination Fee is not a penalty, but rather is a reasonable amount that will compensate from 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 shall (i) such Party shall reimburse the subject to Section 9.3(d), be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Parent, Merger Sub, any of their respective Affiliates or any other Party for all costs and expenses (including disbursements and fees of counsel) incurred in the collection of such overdue amount, including Person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any related Proceedings commenced matter forming the basis for the termination giving rise to payment of such Company Termination Fee and (ii) such Party shall pay to the other Party interest on the amount payable pursuant subject to Section 9.3(a9.3(d) (Termination Fees) or and Section 9.3(b) (Termination Fees) from 10.11, be the sole and including the date payment exclusive remedy 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 Parent and Merger Sub against the Company, any of the Company its Subsidiaries or any and each of their respective former, current or and future directors, officers, directorsemployees, agents, general and limited partners, stockholders, managers, members, stockholders, Affiliates and assignees and each former, current or agents future director, officer, employee, agent, stockholder, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing (each, a “Company Party”) for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder, and no Company Party shall have any further other liability or obligation relating to or arising out of this Agreement or the Transactions transactions contemplated hereby; provided, however, that in no event shall the Company’s liability for the Company’s fraud or willful and material breach of this Agreement be so limited. (d) The parties acknowledge that the agreements contained in this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to promptly pay the amount due pursuant to Section 9.3(a) and, to obtain such payment, Parent or Merger Sub commences a suit that results in a judgment against the Company for the amount set forth in Section 9.3(a), then the Company shall pay to Parent or Merger Sub, as the case may be, (A) Parent’s or Merger Sub’s reasonable costs and expenses (including reasonable attorneys’ fees) in connection with such suit and (B) upon interest on the amount payable pursuant to such judgment at the interest rate per annum described as the prime lending rate in The Wall Street Journal on the date of payment and compounded quarterly, with such interest being payable in respect of the Parent Termination Fee period from the date that payment was originally required to be made pursuant to this Section 9.3 (Termination Fees), none 9.3(a) through the date 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 Transactionspayment.

Termination Fees. (a) IfNotwithstanding any provision in this Agreement to the contrary, the Company shall pay to Parent a fee of $3,500,000 in cash (the “Company Termination Fee”), in the event that: (i) this Agreement is terminated by Parent pursuant to (ASection 6.1(f)(ii)(B) or by the Company pursuant to Section 9.1(c)(ii) (Violation of No Solicitation6.1(e)(ii)(B), (B) Section 9.1(c)(iii) (Failure in which case the Company shall pay to Recommend or Change in Recommendation) or (C) Section 9.1(b)(iii) (No Parent the 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 Termination Fee within two (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time Business Days following such termination, payable by wire transfer of such termination of this Agreementsame day funds; or (ii) this Agreement is terminated by Parent pursuant to Section 6.1(f)(ii)(A) or by the Company pursuant to Section 6.1(e)(ii)(A); or (iii) (A) this Agreement is terminated by either Parent or the Company pursuant to Section 9.1(b)(i6.1(d) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), and (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to after the date of this Agreement and prior to such termination, or any Alternative Proposal (2) substituting 50% for the 15% thresholds set forth in the case definition of a termination pursuant to Section 9.1(b)(iii“Alternative Proposal”) (No Company Stockholder Approval), a Takeover Proposal shall have been made to the Board of Directors of the Company “Qualifying Transaction”) is publicly proposed or become publicly known, disclosed and not publicly withdrawn, and unconditionally withdrawn prior to the such date of the Company Stockholders Meetingtermination, and (C) concurrently with or within 12 twelve (12) months of after such termination, the Company enters shall have entered into a any definitive agreement providing for such Qualifying Transaction with any third party to consummatethe person who proposed such Qualifying Transaction that was existing at the time of termination, or consummatesany affiliate thereof, a Takeover Proposal; then and (D) such Qualifying Transaction shall have been consummated, in which case the Company shall paypay to Parent the Company Termination Fee upon consummation of such Qualifying Transaction, or cause to be paid, to Parent, payable by wire transfer of immediately available same day 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 9.3(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 (iiiv) (A) this Agreement is terminated by Parent pursuant to Section 9.1(b)(i) (Outside Date6.1(f)(i), Section 9.1(b)(iv) (No Parent Stockholder Approval) or Section 9.1(d)(i) (Breach by Parent), and (B) concurrently with or within twelve (112) 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 months after 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 Company shall have been made to entered into any definitive agreement providing for a Qualifying Transaction with the Board person who proposed such Qualifying Transaction that was existing at the time of Directors of Parent termination, or become publicly known, and not publicly withdrawn, prior to the date of the Parent Stockholders Meetingany affiliate thereof, and (C) within 12 months of such terminationQualifying Transaction shall have been consummated, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent in which case the Company shall pay to Parent the CompanyCompany Termination Fee upon consummation of such Qualifying Transaction, payable by wire transfer of immediately available same day funds. It is understood that in no event shall the Company be required to pay the fee referred to in this Section 6.3(a) on more than one occasion. (b) In the event that this Agreement is terminated by Parent pursuant to Section 6.1(f)(i) (regardless of whether Parent is entitled to payment pursuant to Section 6.3(a)(iv)), by the Company pursuant to Section 6.1(e)(ii)(B), by either party pursuant to Section 6.1(d), or by Parent pursuant to Section 6.1(f)(ii), the Company shall pay to Parent, upon termination, an amount in cash equal to the sum of Parent’s and Merger Sub’s documented out-of-pocket fees and expenses reasonably incurred by it in connection with this Agreement and the transactions contemplated by this Agreement in an aggregate amount not to exceed $18,340,000 1,500,000 (the “Parent Company Expense Reimbursement”); provided, however, that the existence of circumstances which could require the Company Termination Fee”) (x) in Fee to become subsequently payable by the case of termination Company pursuant to clause (iSection 6.3(a) aboveshall not relieve the Company of its obligation to pay the Company Expense Reimbursement pursuant to this Section 6.3(b); and provided, within two Business Days further, that the payment by the Company of the date of termination and (y) in the case of termination Company Expense Reimbursement pursuant to clause (iithis Section 6.3(b) above, within two Business Days shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 6.3(a). Upon payment of the date Company Termination Fee and the Company Expense Reimbursement, as applicable, the Company shall have no further liability with respect to this Agreement or the transactions contemplated by this Agreement to Parent, Merger Sub, their affiliates or otherwise except for liability arising out of 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 fraud or an intentional breach of this Section 9.3(b)Agreement, the term “in which case Parent Takeover Proposal” shall have the meaning ascribed thereto such rights and remedies as are contemplated by Section 7.15 below (in addition to any amounts owed to such party under Section 7.19(f) (Parent No Solicitation6.3), except that all references to 15% shall be changed to 50%. (c) Any payment made pursuant to this Article VI shall be net of any amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign Tax Law. (d) Each of the Parties acknowledges Company, Parent and Merger Sub acknowledge and agree that the agreements contained in this Section 9.3 (Termination Fees) 6.3 are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, neither the Company nor Parent would have entered into this Agreement, and that (i) the Company Termination Fee is any amounts payable pursuant to this Section 6.3 do not constitute a penalty, penalty but rather is are liquidated damages in a reasonable amount that will to compensate Parent and Merger Sub in the circumstances in which such payment is payable receiving party for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the 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 precisiontransactions contemplated hereby. In additionAccordingly, if any Party a party fails to pay the Company Termination Fee or the Company Expense Reimbursement, pursuant to this Section 6.3, and the receiving party commences a suit to obtain such payments, which results in a timely manner any judgment against the paying party for the applicable amount due pursuant to under this Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees)6.3, as applicable, then (i) such Party paying party shall reimburse pay the other Party for all receiving party its costs and expenses (including disbursements and fees of counselreasonable attorney’s fees) 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 suit, together with 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 of Citibank N.A. in effect on the date such payment was required to be made plus 2%. Notwithstanding anything to through the contrary in this Agreement, (A) upon payment date 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 Transactionspayment.

Termination Fees. (ai) If:In the event (iA) the Company terminates this Agreement pursuant to Section 8.01(c)(i) (Superior Company Proposal); (B) Parent terminates this Agreement pursuant to Section 8.01(d)(i) (Company Adverse Recommendation Change); or (C) this Agreement is terminated pursuant to (A) 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 by (1) Section 9.1(c)(ii) (Violation of No Solicitation) either the Company or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time of such termination of this Agreement; or (ii) (A) this Agreement is terminated Parent pursuant to Section 9.1(b)(i8.01(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside End Date) or Section 9.1(c)(i8.01(b)(iii) (Breach by the CompanyCompany Stockholder Approval Not Obtained), a Takeover Proposal shall have been made or Parent pursuant to Section 8.01(d)(ii) (Company Breach), (2) after the Board execution of Directors of the Company or become publicly known, this Agreement and not withdrawn, prior to the date of termination the Company has received a bona fide Company Takeover Proposal or a bona fide Company Takeover Proposal has been publicly disclosed and not withdrawn at least five (5) Business Days prior to such termination, and (3) within six (6) months of the date of termination by either the Company or (2) in the case of a termination Parent pursuant to Section 9.1(b)(iii8.01(b)(i) (No Company Stockholder Approval), a Takeover Proposal shall have been made to End Date) or within twelve (12) months of the Board date of Directors of any termination by either the Company or become publicly known, and not publicly withdrawn, prior Parent pursuant to the date of the Section 8.01(b)(iii) (Company Stockholders Meeting, and Stockholder Approval Not Obtained) or Parent pursuant to Section 8.01(d)(ii) (C) within 12 months of such terminationCompany Breach), the Company enters into a definitive agreement with any third party to consummaterespect to, or consummates, a any Company Takeover Proposal; provided that for purposes of this Section 8.02(b), the references to “15%” in the definition of “Company Takeover Proposal” shall be deemed to be references to “50%”; then the Company shall pay, or cause pay to be paid, to Parent, by wire transfer Parent a fee of immediately available funds, an amount equal to $18,340,000 141,000,000 in cash (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 9.3(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 by the Company referred to Section 9.1(b)(i) in clause (Outside Date) or Section 9.1(d)(i) (Breach by ParentA), 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 or concurrently with such termination, or (2II) in the case of a termination pursuant by Parent referred to Section 9.1(b)(iv) in clause (No Parent Stockholder ApprovalB), 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 Parent Stockholders Meeting, and within three (C3) within 12 months Business Days of such termination, and (III) in the case of a termination referred to in clause (C), within three (3) Business Days after the end of the fifteen (15)-Business Day period described in the next sentence unless, in the case of this clause (III) Parent enters elects to forgo the Company Termination Fee in the manner described in the next sentence. Upon the Company’s entry into a definitive agreement with any third party to consummaterespect to, or consummatesthe consummation of, a Parent the Company Takeover Proposal, then Parent shall pay Proposal referred to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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(bC)(3), the term “Company shall provide Parent Takeover Proposal” shall with prompt notice of such fact whereupon Parent will have the meaning ascribed thereto in right, subject to Section 7.19(f8.02 (including Section 8.02(d)) for a period of fifteen (Parent No Solicitation), except that all references 15) Business Days to 15% shall be changed elect 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) irrevocably waive any right to receive 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 instead seek monetary damages from 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 respect of the consummation Company’s Willful Breach 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 covenant set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 2%. Notwithstanding anything this Agreement prior to the contrary in termination of this Agreement; it being understood that if Parent does not so waive its right to receive the Company Termination Fee, (A) upon payment of the Company Termination Fee in full, Parent’s right to receive the Company Termination Fee (including any Enforcement Expenses payable pursuant to this Section 9.3 (Termination Fees8.02(c), none ) shall be the sole and exclusive remedy of the CompanyParent Group for any loss suffered as a result of any breach of this Agreement or the failure of the Closing to be consummated, any and no member of the Company Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or agents Group shall have any further liability or obligation relating to or arising out of this Agreement Agreement, any agreement executed in connection herewith, the Guaranty or the Transactions and transactions contemplated hereby or thereby. (ii) In the event that this Agreement is terminated by the Company pursuant to (A) Section 8.01(c)(ii) (Parent Breach) or (B) upon payment Section 8.01(c)(iii) (Parent Failure to Close), then Parent shall pay to the Company a fee of $281,000,000 in cash (the “Parent Termination Fee pursuant to this Section 9.3 Fee”) no later than the third (Termination Fees)3rd) Business Day following the date of such termination by wire transfer of same day funds; provided, none of Parent, that 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 termination of this Agreement under Section 8.01(b)(i) (End Date) shall be deemed to be a termination under Section 8.01(c)(ii) (Parent Breach) or Section 8.01(c)(iii) (Parent Failure to Close) if, at the Transactionstime of such termination, the Company would have been entitled to terminate this Agreement pursuant to Section 8.01(c)(ii) (Parent Breach) or Section 8.01(c)(iii) (Parent Failure to Close) (ignoring, for this purpose, the three (3) Business Day period referred to in Section 1.03).

Termination Fees. (a) IfPatapsco shall pay to Bradford a fee if this Agreement is terminated as follows: (i) if this Agreement is terminated by Bradford pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation7.1(f), (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 then Patapsco shall pay a fee of $2,000,000 on 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 time of second business day following such termination of this Agreementtermination; orand (ii) (A) if this Agreement is terminated by (A) either party pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval7.1(b) or Section 9.1(c)(i) (Breach by the Company), (B) (1by Bradford pursuant to Section 7.1(e) because of Patapsco’s willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of a termination pursuant to Section 9.1(b)(i) (Outside DateA) or Section 9.1(c)(i(B) (Breach by the Company), a Takeover an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to the Patapsco’s Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco’s Board of the Company or become publicly known, and not withdrawn, prior Directors an intention to make an Acquisition Proposal) at any time after the date of such termination, this Agreement and on 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, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (Cy) if within 12 months of after such termination, the Company termination Patapsco enters into a definitive agreement with any third party to consummaterespect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a Takeover Proposalrequisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the Company second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall pay, or cause to be paid, to Parent, paid by wire transfer of immediately available funds, funds to an amount equal to $18,340,000 (account designated by the “Company Termination Fee”) (x) recipient 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 9.3(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%writing. (bd) 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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 The parties acknowledge that the agreements contained in this Section 9.3 7.2(a) and (Termination Feesb) are an integral part of the transactions contemplated by this Agreement, and that (i) without such agreements the Company Termination Fee is parties would 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 have entered into 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 that such amounts do not constitute 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 If either party fails to pay in a timely manner any amount the amounts due pursuant to by them under Section 9.3(a) (Termination Fees7.2(a) or Section 9.3(b(b) (Termination Fees)within the time periods specified, as applicable, then (i) such Party party shall reimburse pay the other Party for all costs and expenses (including disbursements reasonable legal fees and fees of counselexpenses) incurred in by the collection of such overdue amount, including other party in connection with any related Proceedings commenced and (ii) action, including the filing of any lawsuit, taken to collect payment of such Party shall pay to the other Party amounts, together with interest on the amount payable pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees) of any 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 and including the date payment of such amount was due amounts were required to but excluding be paid until 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 Transactionspayment.

Termination Fees. (a) If: (i) If this Agreement is terminated pursuant to (A) 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 by 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 time of such termination of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.1(b)(i10.01(c)(i) (Outside Dateor by the Company pursuant to Section 10.01(d)(i), Section 9.1(b)(iiithen the Company shall pay an amount equal to $40,770,000 (subject to the proviso below, the “Termination Fee”) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company)to Parent, (B) (1) in the case of a termination pursuant to Section 9.1(b)(iby Parent, within three (3) (Outside Date) or Section 9.1(c)(i) (Breach by the Company)Business Days after such termination and, a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, or (2) in the case of a termination by the Company, within three (3) Business Days after such termination; provided, however, that in the event that this Agreement is terminated by the Company pursuant to Section 9.1(b)(iii10.01(d)(i) and such termination occurs during the Solicitation Period or the Qualified Bidder Solicitation Period (No Company Stockholder Approvalonly with respect to Qualified Former Bidders), 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, Parent an amount equal to $18,340,000 20,385,000 (and only when paid under such circumstances such amount shall be the “Company Termination Fee”) within three (x3) 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 9.3(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%after such termination. (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) If (A) this Agreement is terminated by Parent or the Company pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iv) (No Parent Stockholder Approval10.01(b)(i) or Section 9.1(d)(i) (Breach by Parent10.01(b)(iii), (B) (1) in after the case date of a termination pursuant this Agreement and prior to Section 9.1(b)(i) (Outside Date) or Section 9.1(d)(i) (Breach by Parent)the date of the Company Shareholder Meeting, a Parent Takeover any Acquisition Proposal shall have been publicly announced or publicly communicated to the Company’s shareholders and not withdrawn, or otherwise made or become known to the Board of Directors of Parent or become publicly knownthe Company, including an Acquisition Proposal made by a Qualified Former Bidder after the date hereof and not withdrawn, prior to (C) within twelve (12) months following 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 any such Acquisition Proposal shall have been made consummated, then the Company shall pay to Parent in immediately available funds, concurrently with such consummation, the Board Termination Fee; provided that for purposes of Directors this Section 11.04(b)(ii), all references to “25%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”. (iii) If this Agreement is terminated (x) by Parent or become publicly knownthe Company pursuant to Section 10.01(b)(i) or Section 10.01(b)(ii) (due to a Restraint that arises as a result of or is issued in respect of a failure described in clause (A) or (B) below) and, and not publicly withdrawn, prior to at the date of the Parent Stockholders Meeting, and (C) within 12 months time of such termination, Parent enters into all of the conditions set forth in Sections 9.01(a), 9.01(b) (other than a definitive agreement with any third party to consummateRestraint that arises as a result of or is issued in respect of a failure described in clause (A) or (B) below) and 9.02 (as if the date of such termination were the Effective Time, where applicable) shall have been satisfied or waived by the applicable parties hereto, other than those conditions that are not satisfied as a result of, or consummatesin connection with, a (A) any failure to obtain any of the Parent Takeover ProposalRequired Approvals (other than any such failure primarily caused by the Company’s breach of any provisions of this Agreement which would cause Section 9.02(a)(i) not be satisfied or other than as set forth on Section 11.04(b)(iii) of the Company Disclosure Schedule), then, Parent shall pay, or cause to be paid, to the Company an amount equal to $67,940,000 (the “Reverse Termination Fee”) or (B) any failure to obtain the PRC Antitrust Clearance (other than as set forth on Section 11.04(b)(iii) of the Company Disclosure Schedule) then, Parent shall pay, or cause to be paid, to the Company an amount equal to the Reverse Termination Fee or (y) by the Company pursuant to Section 10.01(d)(iii), then, Parent shall pay, or cause to be paid, to the Company an amount equal to the Reverse Termination Fee, in each case, not later than the third (3rd) Business Day following such termination. (iv) If this Agreement is terminated by Parent pursuant to Section 10.01(c)(iii), then the Company shall pay to Parent an amount equal to the Termination Fee within three (3) Business Days after such termination. (v) If this Agreement is terminated by the Company pursuant to Section 10.01(d)(iv), then Parent shall pay to the Company, by wire transfer of immediately available funds, Company an amount equal to $18,340,000 the Reverse Termination Fee within three (the “Parent Termination Fee”3) (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%after such termination. (cvi) Each of In no event shall the Parties acknowledges that Company be required to pay the agreements contained in this Section 9.3 (Termination Fees) are an integral part Fee or Parent be required to pay the Reverse Termination Fee on more than one occasion. If a Person is designated by Parent to receive the Termination Fee or by the Company to receive the Reverse Termination Fee, when payable pursuant to the terms of this Agreement, and that (i) then, if paid to such designee, the Company Termination Fee is not a penalty, but rather is a reasonable amount that will compensate Parent and Merger Sub in or 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 Reverse 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)Fee, 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 be deemed paid pursuant 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 terms 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. (a) If: (i) If this Agreement is terminated (i) by Acquiror pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation9.1(g), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) or (Cii) Section 9.1(b)(iii) (No by the Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to Section 9.1(h), the Company shall pay to Acquiror a termination fee of Six Million Dollars (1$6,000,000) Section 9.1(c)(ii) in cash (Violation of No Solicitation) or the "Termination Fee"), within two (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time of Business Days after any such termination of this Agreement; ortermination. (iib) (A) If this Agreement is terminated pursuant to Section 9.1(b)(i9.1(e) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by as a result of the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors failure of the Company or become publicly knownto timely fulfill any obligation under this Agreement, and not 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 if an Acquisition Proposal shall have been made to the Board of Directors of involving the Company is thereafter consummated 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 respect to consummatean Acquisition Proposal, or consummatesin either case, a Takeover Proposal; then within twelve (12) months after such termination of this Agreement, the Company shall paypay to Acquiror the Termination Fee, at or prior to the consummation of such Acquisition Proposal, or cause within two (2) Business Day following the date of execution of such definitive agreement, whichever is earlier. (c) If this Agreement is terminated (i) by either Acquiror or the Company pursuant to Section 9.1(f) as a result of the failure to receive the requisite vote for approval of this Agreement and the Merger by the Stockholders of the Company at the Company Stockholders Meeting, or (ii) by Acquiror pursuant to Section 9.1(b) as a result of a Terminating Company Breach that has not been cured by the Company pursuant to Section 9.1(b), then, in either such case, the Company shall pay to Acquiror a termination fee of Three Million Dollars ($3,000,000) in cash, within thirty (30) days after such termination. If an Acquisition Proposal involving the Company is thereafter consummated or the Company enters into a definitive agreement with respect to an Acquisition Proposal, in either case, within twelve (12) months after any such termination of this Agreement, the Company shall pay to Acquiror an additional termination fee of Three Million Dollars ($3,000,000) in cash, at or prior to the consummation of such Acquisition Proposal, or within two (2) Business Day following the date of execution of such definitive agreement, whichever is earlier. (d) If this Agreement is terminated by the Company pursuant to Section 9.1(c) as a result of a Terminating Acquiror Breach that has not been cured by Acquiror pursuant to Section 9.1(c), then Acquiror shall pay to the Company a termination fee of Three Million Dollars ($3,000,000) in cash, within thirty (30) days after such termination. (e) Any payment required to be paid, made by the Company pursuant to Parent, Section 9.6 of this Agreement shall be made by wire transfer of immediately available funds, funds to an amount equal account designated by Acquiror. Any payment required 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 9.3(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 made by Acquiror pursuant to Section 9.1(b)(i9.6(d) (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 this Agreement shall have been be 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, funds to an amount equal to $18,340,000 (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 account designated by 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. (a) If: (i) this Agreement is terminated pursuant to (A) 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 time of such termination of this Agreement; or (ii) (A) If this Agreement is terminated pursuant to Section 9.1(b)(i8(a)(iii)(3), (2) if this Agreement is terminated pursuant to Section 8(a)(iv)(3) or (3) (Outside DateA) if this Agreement is terminated pursuant to Section 8(a)(ii)(2), Section 9.1(b)(iii) (No Company Stockholder Approval8(a)(ii)(3), Section 8(a)(iii)(1) or Section 9.1(c)(i8(a)(iii)(2) (Breach by and, prior to such termination, an Acquisition Proposal has been made to the Company)Company or any of its Representatives and has not been withdrawn, and (B) within twelve (112) months after such termination, the Company enters into a Definitive Transaction Agreement or consummates a transaction relating to an Acquisition Proposal, then the Company shall pay the Termination Fee to the Buyer (or its designee). Any Termination Fee due under this Section 8(d)(i) shall be paid to the Buyer (or its designee) by wire transfer of same day funds to an account designated in writing by the Buyer (x) in the case of a termination pursuant to Section 9.1(b)(iclause (1) above, within three (Outside Date3) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to Business Days after the date of such termination, or (2y) in the case of a termination pursuant to Section 9.1(b)(iiiclause (2) (No Company Stockholder Approval)above, 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, concurrently with such termination 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”) (xz) in the case of a termination pursuant to clause (i3) above, within two three (3) 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 earlier of (I) the execution of a definitive agreement relating to a Takeover Proposal Definitive Transaction Agreement and (II) consummation of a transaction relating to a Takeover an Acquisition Proposal; provided that, solely for purposes of this Section 9.3(a), . As used herein the term “Takeover ProposalTermination Fee” 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 615,000. (ii) If this Agreement is terminated by the “Parent Company pursuant to Section 8(a)(iv)(1) or Section 8(a)(iv)(2), then the Escrow Amount shall be released to the Company by the Escrow Agent, on behalf of the Buyer, in accordance with the Escrow Agreement. (iii) In the event that this Agreement shall have been terminated under circumstances where the Termination Fee”Fee is payable by the Company or the Escrow Amount is payable by the Escrow Agent to the Company on behalf of the Buyer and the Buyer or the Company (as applicable) shall have received full payment of the Termination Fee or the Escrow Amount (xas applicable) in accordance with this Section 8(d), the receipt of the full amount of the Termination Fee owing to the Buyer or the Escrow Amount owing to the Company (as applicable) shall be the sole and exclusive remedy of the Buyer or the Company (as applicable) against the Company or the Buyer (as applicable), its Affiliates and its and their respective Representatives in connection with this Agreement, the Proposed Transactions (and the abandonment or termination thereof) or any matter forming the basis for such termination (including any breach by the Company of its representations, warranties or covenants contained in this Agreement or any certificate or other document delivered or entered into pursuant to this Agreement), except in the case of termination pursuant fraud or willful breach. Under no circumstances shall the Buyer or the Company (or their designees), as applicable, be entitled to clause (i) above, within two Business Days collect the full amount of the date Termination Fee or the Escrow Amount (as applicable) on more than one occasion and under no circumstances shall the Buyer or the Company, as applicable, be permitted or entitled to receive both a grant of termination and (y) in the case of termination pursuant to clause (ii) above, within two Business Days specific performance of the date obligation to close and any money damages, including all or any portion of the first to occur of Termination Fee or the Escrow Amount (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(bas applicable), 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%. (civ) Each of the Parties acknowledges The parties agree that the agreements contained in this Section 9.3 (Termination Fees8(d) are an integral part of this Agreement, the Proposed Transactions and that (i) the Company Termination Fee is constitute liquidated damages and 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. (a) IfPatapsco shall pay to Bradford a fee if this Agreement is terminated as follows: (i) if this Agreement is terminated by Bradford pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation7.1(f), (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 then Patapsco shall pay a fee of $2,000,000 on 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 time of second business day following such termination of this Agreementtermination; orand (ii) (A) if this Agreement is terminated by (A) either party pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval7.1(b) or Section 9.1(c)(i) (Breach by the Company), (B) (1by Bradford pursuant to Section 7.1(e) because of Patapsco's willful breach of any representation, warranty, covenant or agreement under this Agreement, and in the case of a termination pursuant to Section 9.1(b)(i) (Outside DateA) or Section 9.1(c)(i(B) (Breach by the Company), a Takeover an Acquisition Proposal with respect to Patapsco shall have been publicly announced or otherwise communicated or made known to the Patapsco's Board of Directors (or any person shall have publicly announced, communicated or made known to Patapsco's Board of the Company or become publicly known, and not withdrawn, prior Directors an intention to make an Acquisition Proposal) at any time after the date of such termination, this Agreement and on 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, in the case of clause (A), or the date of termination, in the case of clause (B), then Patapsco shall pay (x) $1,000,000 to Bradford on the second business day following such termination and (Cy) if within 12 months of after such termination, the Company termination Patapsco enters into a definitive agreement with any third party to consummaterespect to, or consummates, an Acquisition Proposal, then Patapsco shall pay $1,000,000 on the date of such execution or consummation. Notwithstanding anything to the contrary contained herein, Patapsco shall not be obligated to pay aggregate termination fees in excess of $2,000,000 pursuant to this Section 7.2(a). (b) In the event that this agreement is terminated (i) by either party pursuant to Section 7.1(d) and, as of the Termination Date, the conditions set forth in Section 6.1(h) shall not have been satisfied; (ii) by either party pursuant to Section 7.1(c), provided that (x) the basis for such termination is the failure to receive a Takeover Proposalrequisite regulatory approval with respect to the Conversion or (y) the reason for the failure to receive a requisite regulatory approval is not primarily attributable to Patapsco; or (iii) by Patapsco pursuant to Section 7.1(e) based on a breach by a Bradford Party of its obligations under Section 5.4 or Section 5.15, then Bradford shall pay to Patapsco a fee equal to $2,000,000 no later than the Company second business day after such termination. (c) Any amount that becomes payable pursuant to Section 7.2(a) or (b) shall pay, or cause to be paid, to Parent, paid by wire transfer of immediately available funds, funds to an amount equal to $18,340,000 (account designated by the “Company Termination Fee”) (x) recipient 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 9.3(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%writing. (bd) 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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 The parties acknowledge that the agreements contained in this Section 9.3 7.2(a) and (Termination Feesb) are an integral part of the transactions contemplated by this Agreement, and that (i) without such agreements the Company Termination Fee is parties would 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 have entered into 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 that such amounts do not constitute 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 If either party fails to pay in a timely manner any amount the amounts due pursuant to by them under Section 9.3(a) (Termination Fees7.2(a) or Section 9.3(b(b) (Termination Fees)within the time periods specified, as applicable, then (i) such Party party shall reimburse pay the other Party for all costs and expenses (including disbursements reasonable legal fees and fees of counselexpenses) incurred in by the collection of such overdue amount, including other party in connection with any related Proceedings commenced and (ii) action, including the filing of any lawsuit, taken to collect payment of such Party shall pay to the other Party amounts, together with interest on the amount payable pursuant to Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees) of any 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 and including the date payment of such amount was due amounts were required to but excluding be paid until 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 Transactionspayment.

Termination Fees. (a) If: (i) this Agreement is terminated pursuant to (A) 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 time of such termination of this Agreement; or (ii) (A) If this Agreement is terminated pursuant to Section 9.1(b)(i10.1(a) (Outside Dateor 10.1(c), Section 9.1(b)(iii) (No Company Stockholder Approval) this Agreement shall be of no further force or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly knowneffect, and not withdrawnno obligation, prior to the date of such terminationright, or (2) in the case Liability of a termination pursuant to Section 9.1(b)(iii) (No Company Stockholder Approval), a Takeover Proposal any Party 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 9.3(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) arise hereunder. If this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date10.1(b), Section 9.1(b)(iv) (No Parent Stockholder Approval10.1(d), Section 10.1(e), Section 10.1(f) or Section 9.1(d)(i) (Breach by Parent10.1(g), written notice thereof shall promptly be given by the Party or Parties electing such termination to the other Party or Parties and, subject to the expiration of the cure periods provided therein, if any, this Agreement shall terminate without further actions by the Parties and no Party shall have any further obligations under this Agreement; provided that: (Ba) (1) in the case of a termination if this Agreement is terminated by Stellar pursuant to Section 9.1(b)(i10.1(d), each breaching Party shall bear Stellar’s legal fees and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement and the transactions contemplated herein, including but not limited to the preparation and filing of the Proxy Statement and the conduct of the Shareholders’ Meeting up to two hundred fifty thousand dollars ($250,000), as supported by reasonable written evidence; (b) (Outside Dateif this Agreement is terminated by Edesa or the Shareholders pursuant to Section 10.1(b), Section 10.1(e), Section 10.1(f) or Section 9.1(d)(i10.1(g), Stellar shall bear the legal fees and expenses incurred by Edesa and the Shareholders in connection with the negotiation, preparation, and execution of this Agreement and the transactions contemplated herein, including but not limited to the preparation of the Proxy Statement, up to a maximum of up to two hundred fifty thousand dollars ($250,000), as supported by reasonable written evidence; (c) if this Agreement is terminated pursuant to Section 10.1(h), Stellar will pay to Edesa a termination fee in an amount in cash equal to one million dollars ($1,000,000) (Breach by Parentthe “Stellar Termination Fee”); and (d) if this Agreement is terminated pursuant to Section 10.1(e) (other than for the failure of Stellar to obtain the Shareholder Approval), a Parent Takeover Stellar shall pay the Stellar Termination Fee to Edesa, less the amounts paid to Edesa pursuant to Section 10.2(b) if: (i) (A) an Acquisition Inquiry or Acquisition Proposal shall have has been made communicated to the Board board of Directors directors of Parent or become publicly known, and not withdrawn, Stellar within the six (6) month period prior to the date of such termination, or this Agreement and (2B) in the case of a termination pursuant to Section 9.1(b)(ivwithin six (6) (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 months after the date of the Parent Stockholders Meetingtermination of this Agreement, and Stellar consummates an Acquisition Transaction relating to such Acquisition Inquiry or Acquisition Proposal; or (Cii) within 12 months of such terminationStellar consummates an Acquisition Transaction with a Person who, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (the “Parent Termination Fee”) (x) in the case of termination pursuant to clause (i) above, within two Business Days as of the date of termination and this Agreement, is a shareholder of Stellar or an Affiliate thereof within six (y6) in the case of termination pursuant to clause (ii) above, within two Business Days of months after 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 termination of this Agreement, and that (i. The fees payable in Section 10.2(a) 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 through 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 Section 10.2(c) shall be paid by the date payment of such amount was due to but excluding responsible Party or Parties no later than five (5) Business Days after 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 termination of this Agreement or the Transactions and (B) upon payment of the Parent Termination Fee pursuant to in accordance with this Section 9.3 10.2. The fees payable in Section 10.2(d) shall be paid by Stellar to Edesa no later than two (Termination Fees), none 2) Business Days after the Acquisition Transaction contemplated in Section 10.2(d) is consummated. The fees to be borne by the respective Party or Parties shall be such non-breaching Party’s sole and complete remedy and shall constitute liquidated damages in full satisfaction of Parent, any of and all claims that the Parent Subsidiaries non-breaching Party has or any of their respective former, current may have against the breaching Party 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 TransactionsParties.

Termination Fees. (a) If: (i) this Agreement is terminated pursuant to (A) 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 If the Company Stockholder Approval) if Parent has the right to terminate validly terminates this Agreement pursuant to (1) Section 9.1(c)(ii) (Violation of No Solicitation8.01(c)(i) or (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time of such termination of this Agreement; or (ii) (A) Parent validly terminates this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date8.01(d)(i), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company 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)(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 shall pay to Parent 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 fee of immediately available funds, an amount equal to $18,340,000 18,388,081 in cash (the “Company Termination Fee”) (x) in ). 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 event 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 termination under Section 9.3(a8.01(c)(i), the term “Takeover Proposal” Company 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 pay the Company has the right Termination Fee to terminate this Agreement pursuant Parent (to (i) Section 9.1(d)(ii) (Violation of Parent No Solicitation) or (2) Section 9.1(d)(iii) (Parent Change an account designated 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 writing by Parent), (B) (1) in concurrently with or prior to such termination. In the case event of a termination pursuant to Section 9.1(b)(i) 8.01(d)(i), the Company shall pay the Company Termination Fee to Parent (Outside Date) or Section 9.1(d)(i) (Breach to an account designated in writing 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 ) no later than two (2) Business Days after the date of such termination, or . (2b) in If the case of a termination Company validly terminates this Agreement pursuant to Section 9.1(b)(iv8.01(c)(ii) (No as a result of an Intentional Breach by Parent Stockholder Approvalor Purchaser or Section 8.01(c)(iv), a Parent Takeover Proposal shall have been made to and at the Board of Directors of Parent or become publicly known, and not publicly withdrawn, prior to the date of the Parent Stockholders Meeting, and (C) within 12 months time of such termination, Parent enters into all other conditions set forth in Exhibit A have been satisfied or waived at the Expiration Time (except for (i) those conditions that by their nature are to be satisfied at the Offer Closing Date, but subject to such conditions being able to be satisfied or (ii) those conditions that have not been satisfied as a definitive agreement with any third party to consummate, or consummates, result of a Parent Takeover Proposalbreach of this Agreement by Parent), then Parent shall pay to the Company, by wire transfer Company a fee of immediately available funds, an amount equal to $18,340,000 31,522,425 in cash (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 If (i) Parent or the Company validly terminates this Agreement pursuant to Section 8.01(b)(i) or Section 8.01(b)(iii), or Parent validly terminates this Agreement pursuant to Section 8.01(d)(ii), (ii) following the execution of this Agreement and prior to the Parties acknowledges that termination of this Agreement a Company Takeover Proposal shall have been publicly disclosed or shall have otherwise become publicly known (and not publicly withdrawn prior to the agreements contained time of such termination), and (iii) within twelve (12) months after the date of such termination, the Company consummates a Company Takeover Proposal or enters into a Company Acquisition Agreement (in each case, whether or not the Company Takeover Proposal referenced in clause (iii)) and such Company Takeover Proposal is subsequently consummated, then the Company shall pay to Parent the Company Termination Fee on the date no later than two (2) Business Days after, and subject to, the consummation of such Company Takeover Proposal. (d) All payments under this Section 9.3 8.03 shall be made by the respective Party obligated to make such payment to the other Party by wire transfer of immediately available funds to an account designated in writing by such other Party. (Termination Feese) The provisions of this Section 8.03 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 transactions contemplated by this Agreement and in reliance on the Limited Guarantee and, without such provisions, the Parties would not have entered into this Agreement and on or 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 additionLimited Guarantee; accordingly, if any Party fails to promptly pay in a timely manner or cause to be paid any amount due pursuant to Section 9.3(a) (Termination Fees8.03(a) or Section 9.3(b) (Termination Fees8.03(b), as applicableand, then (i) in order to obtain such Party shall reimburse payment, the other Party commences a suit that results in a judgment against such first Party for all the amount set forth in Section 8.03(a) or Section 8.03(b) or any portion thereof, such first Party shall pay or cause to be paid to the other Party its reasonable out-of-pocket costs and expenses (including disbursements and fees of counselattorneys’ fees) 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 suit, together with 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 or portion thereof at the prime rate set forth in published by The Wall Street Journal in effect on the date such payment was required to be made plus 2%through the date of payment. Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that: (Ai) upon Subject in all respects to Parent’s right to injunction and specific performance under Section 9.10, if this Agreement is validly terminated under circumstances in which the Company is obligated to pay the Company Termination Fee under Section 8.03(a) or Section 8.03(c), payment of the Company Termination Fee in accordance with this Agreement and any reimbursement and expense obligations of the Company pursuant to the first sentence of this Section 9.3 8.03(e) (Termination Fees)“Enforcement Expenses”) shall be the sole and exclusive remedy of Parent, none Purchaser, and each of their respective Affiliates, as applicable, against the Company, any of the Company Subsidiaries or any its Affiliates, and each of their respective former, current or and future directors, officers, directorsemployees, partnersequityholders, stockholderscontrolling Persons, members, managers, membersgeneral or limited partners, assignees or other Affiliates or agents shall Representatives (collectively, the “Company Related Parties”), and upon payment of such Company Termination Fee and any Enforcement Expenses, none of the Company Related Parties will have any further liability or obligation to Parent, Purchaser or their respective Affiliates for any Claim, loss, judgment, inquires, fines, fees, costs and expenses (including attorneys’ fees and disbursements) or damage based upon, arising out of or relating to this Agreement, or the negotiation, execution, termination, failure, performance (or nonperformance) or any actual or purported breach hereof or the transactions contemplated by this Agreement or in respect of any other document or theory of law or equity or in respect of any representations, warranties, covenants or agreements made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, and Parent, Purchaser and each of their respective Affiliates 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). (ii) Subject in all respects to the Company’s right to injunction and specific performance under Section 9.10, if this Agreement is validly terminated under circumstances in which Parent is obligated to pay the Parent Termination Fee under Section 8.03(b), payment of the Parent Termination Fee, any Enforcement Expenses and Parent’s indemnification and reimbursement obligations under Section 6.09 (“Reimbursement Obligations”) shall be the sole and exclusive remedy of the Company and its Affiliates, as applicable, against Parent, Purchaser, the Sponsor and each of their respective Affiliates, and each of their respective former, current and future directors, officers, employees, equityholders, controlling Persons, members, managers, financing sources, general or limited partners, assignees or other Affiliates or Representatives (collectively, the “Parent Related Parties”) and the Lender and Lender Related Parties, and upon payment of such Parent Termination Fee and any Enforcement Expenses or Reimbursement Obligations, none of the Parent Related Parties, the Lender nor the Lender Related Parties will have any further liability or obligation to the Company or its Affiliates for any Claim, loss, judgment, inquires, fines, fees, costs and expenses (including attorneys’ fees and disbursements) or damage based upon, arising out of or relating to this Agreement, the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter or the negotiation, execution, termination, failure, performance (or nonperformance) or any actual or purported breach hereof or thereof (including any breach by the Sponsor), or the transactions contemplated hereby and thereby (including the Financing) or in respect of any other documents or theory of law or equity or in respect of any representations, warranties, covenants or agreements made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, and the Company and its Affiliates 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 nothing in this Agreement will limit in any way the remedies of the parties under the Confidentiality Agreement. (iii) The Parties acknowledge and agree that in no event shall the Company or Parent, as applicable, be required to pay the Company Termination Fee or the Parent Termination Fee, as applicable, on more than one (1) occasion and the payment of any amounts under this Section 8.03 shall be subject in all cases to the last sentence of Section 9.10(a). Except with respect to Section 6.03(b), no Party shall be entitled to specific performance or other equitable relief under Section 9.10 if this Agreement has been validly terminated in accordance with Section 8.01; provided, however, and, for further clarity, in any circumstances where performance by Parent and Purchaser, on the one hand, or the Company, on the other hand, of its obligations under this Agreement would relieve such Party of its obligation to pay the Parent Termination Fee or the Company Termination Fee, respectively, the other Party may, in its sole discretion: (A) seek specific performance pursuant to Section 9.10; (B) withdraw any claim for specific performance and require payment of the Parent Termination Fee or the Company Termination Fee, as applicable, if entitled to payment of such fee under this Section 8.03; or (C) if the other Party is unable for any reason to obtain specific performance, require payment of the Parent Termination Fee or the Company Termination Fee, as applicable, if entitled to payment of such fee under this Section 8.03. (iv) In no event shall (A) any Parent Related Party, Lender or Lender Related Party have any liability for monetary damages to the Company, its Subsidiaries or any other Company Related Party (whether at law, in contract, in tort or otherwise) relating to or arising out of this Agreement, the Equity Commitment Letter and the Limited Guarantee, the Debt Commitment Letter or the transactions contemplated hereby or thereby (including the Financing), other than (1) Sponsor’s obligations under the Limited Guarantee and the Equity Commitment Letter, (2) the obligations of Parent and Purchaser as provided herein and (3) the obligations of Parent, Purchaser or any of their respective Affiliates under the Confidentiality Agreement, or (B) any Company Related Party have any liability for monetary damages to Sponsor, Parent, Purchaser or any other Parent Related Party (whether at law, in contract, in tort or otherwise) relating to or arising out of this Agreement or the Transactions transactions contemplated hereby, other than the obligations of the Company as provided herein. (v) In no event shall the Company or any Company Related Party seek or obtain, nor shall it permit any of its Representatives to seek or obtain, nor shall any Person be entitled to seek or obtain, any recovery, judgment or monetary award of any kind, including consequential, special, indirect, or punitive damages, against any Non-Recourse Parent Party (as defined in the Equity Commitment Letter, which excludes, for the avoidance of doubt, Sponsor, Parent and Purchaser), the Lender or any Lender Related Party, with respect to any Claim, liability, loss, judgment, inquires, fines, fees, costs and expenses (including attorneys’ fees and disbursements) or damage based upon, arising out of or relating to this Agreement, the Equity Commitment Letter, the Limited Guarantee, the Debt Commitment Letter or the negotiation, execution, termination, failure, performance (or nonperformance) or any actual or purported breach hereof or thereof (including any breach by the Sponsor), or the transactions contemplated hereby and thereby (including the Financing) or in respect of any other document or theory of law or equity or in respect of any representations, warranties, covenants or agreements made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise, other than from (A) Parent or Purchaser to the extent expressly provided for in this Agreement, (B) upon payment of Sponsor to the Parent Termination Fee pursuant to this Section 9.3 extent expressly provided for in the Limited Guarantee or the Equity Commitment Letter or (Termination Fees), none of C) Parent, any of the Parent Subsidiaries Purchaser or any of their respective formerAffiliates to the extent expressly provided for in the Confidentiality Agreement. (vi) In no event shall Parent, current Purchaser or future officersany Parent Related Party seek or obtain, directorsnor shall it permit any of its Representatives to seek or obtain, partnersnor shall any Person be entitled to seek or obtain, shareholdersany recovery, managersjudgment or monetary award of any kind, membersincluding consequential, Affiliates special, indirect, or agents shall have punitive damages, against any further liability Company Related Party (other than the Company) with respect to any Claim, liability, loss, judgment, inquires, fines, fees, costs and expenses (including attorneys’ fees and disbursements) or obligation relating to or damage based upon, arising out of or relating to this Agreement, the negotiation, execution, termination, failure, performance (or nonperformance) or any actual or purported breach hereof or thereof, or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any representations, warranties, covenants or agreements made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise. (f) Each Party acknowledges and agrees, on behalf of itself and its Affiliates, that the payment of the Company Termination Fee or Parent Termination Fee, as applicable, is not a penalty but instead is liquidated damages in a reasonable amount that shall compensate Parent, Purchaser and their respective Affiliates or the Company and its Affiliates, as applicable, in the circumstances in which the Company Termination Fee or Parent Termination Fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement or and the TransactionsLimited Guarantee and in reliance on this Agreement and the Limited Guarantee and on the expectation of the consummation of the transactions contemplated by this Agreement and the Limited Guarantee, which amount would otherwise be impossible to calculate with precision.

Termination Fees. (a) If: (i) this Agreement is terminated pursuant to (A) 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 time of such termination of this Agreement; or (ii) (A) If this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date8.1(c)(i), Section 9.1(b)(iii) (No Company Stockholder Approval8.1(c)(ii), Section 8.1(c)(iii) or Section 9.1(c)(i8.1(c)(iv) (Breach or if this Agreement is terminated pursuant to any other provision of Section 8.1 at any time after the occurrence of an event contemplated by the Companyany of Section 8.1(c)(i), Section 8.1(c)(ii), Section 8.1(c)(iii) or Section 8.1(c)(iv)), then the Company shall pay to Parent (Bby wire transfer of immediately available funds), within two (2) Business Days after such termination, a fee in an amount equal to $10,950,000 (1the “Company Termination Fee”). If this Agreement is terminated pursuant to Section 8.1(d)(i), then the Company shall pay to Parent (by wire transfer of immediately available funds), prior to and as a condition of such termination, the Company Termination Fee. (b) If this Agreement is terminated pursuant to Section 8.1(b)(i), Section 8.1(b)(iii) or Section 8.1(c)(v) and (i) prior to such termination (in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date8.1(b)(i) or Section 9.1(c)(i8.1(c)(v)) or the Company Stockholders Meeting (Breach by in the Companycase of termination pursuant to Section 8.1(b)(iii)), a Takeover Proposal shall have been made to the Board of Directors of the Company 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)(iii) (No Company Stockholder Approval), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, announced and not publicly withdrawn, prior to and (ii) within twelve (12) months following the date of such termination the Company Stockholders Meeting, and shall have (CA) within 12 months of such termination, the Company enters entered into a definitive agreement with any third party respect to consummate, or consummates(B) consummated, a transaction contemplated by any Takeover Proposal; , then the Company shall pay, or cause pay to be paid, to Parent, Parent (by wire transfer of immediately available funds), an amount equal to $18,340,000 within two (2) Business Days after entering into such agreement or consummating such transaction, the “Company Termination Fee”) (x) in the case . For purposes 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 9.3(a8.3(b) only, all references to “twenty percent (20%), ” in the term definition of “Takeover Proposal” shall have the meaning ascribed thereto in Section 7.5(f) (Company No Solicitation), except that all be deemed to be references to 15% shall be changed to “fifty percent (50%).” (bc) If: (i) If this Agreement is terminated pursuant to by either Parent or the Company (i) (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 (iSection 8.1(b)(i) Section 9.1(d)(ii) (Violation of Parent No Solicitation) or (2) Section 9.1(d)(iii) (Parent Change in Recommendation) and, at the time of such termination termination, the conditions set forth in at least one of this Agreement; or (ii) (A) this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date7.1(b), Section 9.1(b)(iv7.1(c) (No Parent Stockholder Approvalas a result of a Restraint under the Antitrust Laws) or Section 9.1(d)(i) (Breach by Parent)or, (B) (1) solely in the case of a termination Parent, Section 7.2(e) or Section 7.2(f) shall not have been satisfied or (B) pursuant to Section 9.1(b)(i8.1(b)(ii) (Outside Dateas a result of a Restraint under the Antitrust Laws), (ii) the failure of one or more of the conditions in Section 7.1(b), Section 7.1(c) (as a result of a Restraint under the Antitrust Laws), Section 7.2(e) or Section 9.1(d)(i7.2(f) (Breach to be satisfied is not primarily caused 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 failure of the Parent Stockholders MeetingCompany to perform any of its obligations under this Agreement, and (Ciii) within 12 months all other conditions to the obligations of such terminationParent and Merger Sub to consummate the Merger set forth in Section 7.1 and Section 7.2 have been satisfied or waived (other those conditions that by their terms are to be satisfied at the Closing, Parent enters into a definitive agreement with any third party which conditions would be satisfied if the Closing were to consummate, or consummates, a Parent Takeover Proposaloccur), then Parent shall pay to the Company, Company (by wire transfer of immediately available funds, ) a fee in an amount equal to $18,340,000 20,000,000 (the “Parent Termination Fee”) within two (x2) Business Days after such termination. (d) In the event that the Company or Parent shall fail to pay the Company Termination Fee or the Parent Termination Fee, respectively, required pursuant to this Section 8.3 when due, the Company Termination Fee and the Parent Termination fee, as the case may be, shall accrue interest for the period commencing on the date the Company Termination Fee or the Parent Termination Fee, as the case may be, became past due, at a rate equal to the rate of interest publicly announced by Citibank, in the City of New York from time to time during such period, as such bank’s Prime Lending Rate. In addition, if the Company or Parent shall fail to pay the Company Termination Fee or the Parent Termination Fee, respectively, when due, the defaulting party shall pay to the other party all of its costs and expenses (including attorneys’ fees) in connection with efforts to collect the Company Termination Fee or the Parent Termination Fee, as the case of termination pursuant to clause (i) above, within two Business Days may be. Each of the date of termination Company and (y) in Parent acknowledges that the case of termination pursuant to clause (ii) aboveCompany Termination Fee, within two Business Days of the date of Parent Termination Fee and 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 other provisions 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) 8.3 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 that, without these agreements, Parent and the Company, as the case may be, would not enter into this Agreement. (iie) Parent acknowledges and agrees that the Termination Fee contemplated by this Section 8.3 shall be payable by the Company on only one occasion, whether or not the facts or circumstances giving rise to the Company’s obligation to pay the Termination Fee may otherwise trigger an obligation to pay the Termination Fee under more than one subsection of this Section 8.3 or on more than one occasion pursuant to the same subsection of this Section 8.3. The Company acknowledges and agrees that the Parent Termination Fee is not a penalty, but rather is a reasonable amount that will compensate the Company contemplated by Section 8.3(c) shall only be payable by Parent on one occasion in the accordance with Section 8.3(c) and there are no other facts or 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 contemplated by this Agreement or the Transactions and (B) upon payment of otherwise which would give rise to Parent’s obligation to pay the Parent Termination Fee pursuant Fee. The Company and Parent acknowledge and agree that this Section 8.3(e) shall not be interpreted to limit or restrict Parent’s and the Company’s, as the case may be, ability to seek or obtain any other remedy it may have with respect 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 TransactionsAgreement.

Termination Fees. (a) IfThe Company shall pay to Parent a fee of $118 million (the “Company Termination Fee”) if: (i) the Company terminates this Agreement is terminated pursuant to Section 9.01(g) (Superior Company Proposal); (ii) Parent terminates this Agreement pursuant to Section 9.01(d) (Adverse Recommendation Change); 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 (publicly, in the case of a Company Takeover Proposal that was publicly proposed or announced) at least three days (1) prior to the Outside Date in the case of Section 9.1(c)(ii9.03(a)(iii)(B)(x), (2) prior to the date the Offer expires or is terminated in the case of Section 9.03(a)(iii)(B)(y)(I) or (Violation 3) prior to the date of No Solicitationsuch material breach in the case of Section 9.03(a)(iii)(B)(y)(II), (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 time of such termination of this Agreement; or (ii) (A) this Agreement is terminated by (x) either Parent or the Company pursuant to Section 9.1(b)(i9.01(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) but in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made only if at such time Parent would not be prohibited from terminating this Agreement pursuant to the Board of Directors of the Company or become publicly known, proviso in Section 9.01(b)(i) and not withdrawn, prior to the date of such termination, or (2) 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) (I) either Parent or the Company pursuant to Section 9.1(b)(iii9.01(b)(iii) (No Company Stockholder ApprovalOffer Conditions Fail) or (II) Parent pursuant to Section 9.01(c) (Material Breach) (with respect to clause (II), as a Takeover Proposal shall have been made to the Board result of Directors of a breach by the Company or become publicly known, and not publicly withdrawn, prior to the date of the Company Stockholders Meetinga covenant in this Agreement), and (C) within 12 months of after such termination, the Company consummates any Company Takeover Proposal or the Company enters into a definitive agreement with respect to 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 9.3(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%is subsequently consummated. (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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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. (a) If: (i) If this Agreement is terminated (i) by Acquiror pursuant to (A) Section 9.1(c)(ii) (Violation of No Solicitation9.1(g), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) or (Cii) Section 9.1(b)(iii) (No by the Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to Section 9.1(h), the Company -------------- -------------- shall pay to Acquiror a termination fee of Six Million Dollars (1$6,000,000) Section 9.1(c)(ii) in cash (Violation of No Solicitation) or the "Termination Fee"), within two (2) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation) at the time of Business Days after any such termination of this Agreement; or--------------- termination. (iib) (A) If this Agreement is terminated pursuant to Section 9.1(b)(i9.1(e) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by as a -------------- result of the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors failure of the Company or become publicly knownto timely fulfill any obligation under this Agreement, and not 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 if an Acquisition Proposal shall have been made to the Board of Directors of involving the Company is thereafter consummated 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 respect to consummatean Acquisition Proposal, or consummatesin either case, a Takeover Proposal; then within twelve (12) months after such termination of this Agreement, the Company shall paypay to Acquiror the Termination Fee, at or prior to the consummation of such Acquisition Proposal, or cause within two (2) Business Day following the date of execution of such definitive agreement, whichever is earlier. (c) If this Agreement is terminated (i) by either Acquiror or the Company pursuant to Section 9.1(f) as a result of the failure to receive the -------------- requisite vote for approval of this Agreement and the Merger by the Stockholders of the Company at the Company Stockholders Meeting, or (ii) by Acquiror pursuant to Section 9.1(b) as a result of a Terminating Company Breach that has not been -------------- cured by the Company pursuant to Section 9.1(b), then, in either such case, the -------------- Company shall pay to Acquiror a termination fee of Three Million Dollars ($3,000,000) in cash, within thirty (30) days after such termination. If an Acquisition Proposal involving the Company is thereafter consummated or the Company enters into a definitive agreement with respect to an Acquisition Proposal, in either case, within twelve (12) months after any such termination of this Agreement, the Company shall pay to Acquiror an additional termination fee of Three Million Dollars ($3,000,000) in cash, at or prior to the consummation of such Acquisition Proposal, or within two (2) Business Day following the date of execution of such definitive agreement, whichever is earlier. (d) If this Agreement is terminated by the Company pursuant to Section 9.1(c) as a result of a Terminating Acquiror Breach that has not been -------------- cured - 64 - by Acquiror pursuant to Section 9.1(c), then Acquiror shall pay to the Company a -------------- termination fee of Three Million Dollars ($3,000,000) in cash, within thirty (30) days after such termination. (e) Any payment required to be paid, made by the Company pursuant to Parent, Section ------- 9.6 of this Agreement shall be made by wire transfer of immediately available funds, --- funds to an amount equal account designated by Acquiror. Any payment required 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 9.3(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 made by Acquiror pursuant to Section 9.1(b)(i9.6(d) (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 this Agreement shall have been be 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire -------------- transfer of immediately available funds, funds to an amount equal to $18,340,000 (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 account designated by 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. (a) IfIn the event that: (i) this Agreement is terminated pursuant to (A) 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 time of such termination of this Agreement; or (ii) (A) this Agreement is terminated by the Company or Parent pursuant to Section 9.1(b)(i7.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), and (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company 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)(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 consummaterespect to, or consummates, a transaction contemplated by any Takeover ProposalProposal within two hundred seventy (270) days following date this Agreement is terminated; (ii) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by the Company or Parent pursuant to Section 7.1(b)(iii), and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any such Takeover Proposal within two hundred seventy (270) days following date this Agreement is terminated; (iii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) or Section 7.1(c)(ii) and the Company’s breach triggering such termination shall have been a willful breach of, or willful failure to comply with, the Company’s obligations under Section 5.1 or Section 5.3; (iv) (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any Person shall have publicly announced an intention (whether or not conditional or withdrawn) to make a Takeover Proposal and thereafter, (B) this Agreement is terminated by Parent pursuant to Section 7.1(c)(i) or Section 7.1(c)(ii) in circumstances not covered by Section 7.3(a)(iii), and the Company’s breach or failure triggering such termination shall have been willful, and (C) the Company enters into a definitive agreement with respect to, or consummates, a transaction contemplated by any such Takeover Proposal within two hundred seventy (270) days following date this Agreement is terminated; (v) this Agreement is terminated by Parent pursuant to Section 7.1(c)(iii); or (vi) this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii), then in any such event under clause (i), (ii), (iii), (iv), (v), or (vi) of this Section 7.3(a), the Company shall pay, or cause to be paid, pay to Parent, by wire transfer of immediately available fundsin cash, an amount a termination fee equal to $18,340,000 1,500,000 (the “Company Termination Fee”) (x) in the case of termination and, other than pursuant to Section 7.4, shall have no further liability with respect to this Agreement or the Transactions to Parent and Merger Sub. In the event Parent or Merger Sub successfully enforces its rights and remedies set forth in this Article 7, Parent and Merger Sub shall not be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Company or to enforce specifically the terms and provisions of this Agreement pursuant to Section 8.8 and Parent’s and Merger Sub’s sole and exclusive remedy with respect to such breaches shall be the remedies set forth in this Article 7. (b) Any payment required to be made pursuant to (i) 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 or (iv) of Section 7.3(a) shall be made to Parent promptly following the date earlier of the first to occur of (I) the execution of a definitive agreement relating to with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal (and in any event not later than two (2) Business Days after delivery to the Company of notice of demand for payment), (ii) clause (v) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 7.1(c)(iii) (and in any event not later than two (2) Business Days after delivery to the Company of notice of demand for payment), (iii) clause (iii) of Section 7.3(a) shall be made to Parent promptly following termination of this Agreement by Parent pursuant to Section 7.1(c)(i) in the circumstances described in Section 7.3(a)(iii) (and in any event not later than two (2) Business Days after delivery to the Company of notice of demand for payment); and (IIiv) consummation clause (vi) of Section 7.3(a) shall be made by the Company concurrently with, and as a transaction relating to a Takeover Proposal; provided thatcondition precedent to, solely for purposes the termination of this Agreement by the Company pursuant to Section 9.3(a7.1(d)(ii), the term “Takeover Proposal” shall have the meaning ascribed thereto in Section 7.5(f) (Company No Solicitation), except that all references to 15% . All such payments shall be changed made by wire transfer of immediately available funds to 50%an account to be designated by Parent. (bc) If: (i) In the event that 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 by 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 Date7.1(d)(i), 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent Merger Sub shall pay to the Company, in cash, a termination fee equal to $1,500,000, and shall have no further liability with respect to this Agreement or the Transactions to the Company. Such payments shall be made to the Company promptly following termination of this Agreement by the Company pursuant Section 7.1(d)(i) (and in any event not later than two (2) Business Days after delivery to Parent or Merger Sub of notice of demand for payment). All such payments shall be made by wire transfer of immediately available fundsfunds to an account to be designated by the Company. In the event the Company successfully enforces its rights and remedies set forth in this Article 7, the Company shall not be entitled to an amount equal injunction or injunctions to $18,340,000 (prevent breaches of this Agreement by Parent or Merger Sub or to enforce specifically the “Parent Termination Fee”) (x) in the case terms and provisions of termination this Agreement pursuant to clause Section 8.8 and the Company’s sole and exclusive remedy with respect to such breaches shall be the remedies set forth in this Article 7. (id) above, within two Business Days of The parties acknowledge that the date of termination fees 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 other provisions 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) 7.3 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) that, without these agreements, the Parent Termination Fee is parties would 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 enter into 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. (a) IfIf this Agreement is terminated by either party pursuant to Section 8.1(b)(iii) as a result of the failure to obtain any of the Bank Regulatory Approvals and such failure is a result of a regulatory issue directly and solely related to Acquirer, Acquirer shall pay to KFI an amount in cash equal to $2,000,000 (the “KFI Termination Fee”). (b) KFI shall pay to Acquirer an amount in cash equal to $17,078,724 (the “Acquirer Termination Fee”) if: (i) this This Agreement is terminated by Acquirer pursuant to Section 8.1(d)(iv); (Aii) This Agreement is terminated by either party pursuant to Section 9.1(c)(ii) (Violation of No Solicitation), (B) Section 9.1(c)(iii) (Failure to Recommend or Change in Recommendation8.1(b)(ii) or Section 8.1(d)(v) and, in each case, prior to the date that is twelve (C12) Section 9.1(b)(iii) months after such termination KFI or KleinBank enters into any Acquisition Agreement or any Acquisition Proposal is consummated (No Company Stockholder Approval) if Parent has the right to terminate this Agreement pursuant to (1) Section 9.1(c)(ii) (Violation regardless of No Solicitation) whether such Acquisition Proposal is made or (2) Section 9.1(c)(iii) (Failure to Recommend consummated before or Change in Recommendation) at the time of such after termination of this Agreement; or); (iiiii) This Agreement is terminated by either party pursuant to Section 8.1(b)(iii) and (A) this Agreement is terminated pursuant to Section 9.1(b)(i) (Outside Date), Section 9.1(b)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have been made to the Board of Directors of the Company or become publicly known, and not withdrawn, prior to the date of such termination, an Acquisition Proposal was made, and (B) prior to the date that is twelve (12) months after such termination, KFI or KleinBank enters into any Acquisition Agreement or any Acquisition Proposal is consummated; or (2iv) This Agreement is terminated by KFI pursuant to Section 8.1(c)(iii). (c) Any Termination Fee due under this Section 8.4 shall be paid by wire transfer of same day funds (i) in the case of a termination pursuant to Section 9.1(b)(iii8.4(a) or Section 8.4(b)(i) or (No Company Stockholder Approvaliv), 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 Meetingconcurrently with such termination, 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”) (xii) in the case of termination pursuant to clause Section 8.4(b)(ii) or (i) aboveiii)), within two Business Days of on 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 KFI enters into such Acquisition Agreement or consummates such Acquisition Proposal; provided that, solely for purposes of this Section 9.3(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%. (bd) If: (i) this Agreement is terminated In the event that either party owes the Termination Fee pursuant to (A) this Section 9.1(d)(ii) (Violation of Parent No Solicitation)8.4, (B) Section 9.1(d)(iii) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if then 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 payment 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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 sole and exclusive remedy for those termination events and shall constitute liquidated damages. The parties acknowledge that the agreements contained in this Section 9.3 (Termination Fees) 8.4 are an integral part of the transactions contemplated by this Agreement, and that (i) that, without these agreements, the Company Termination Fee is parties would 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 have entered into 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 precisionAgreement. In additionAccordingly, if any Party either party fails to promptly pay in a timely manner any amount the amounts due pursuant to this Section 9.3(a) (Termination Fees) or Section 9.3(b) (Termination Fees)8.4, as applicableand, then (i) in order to obtain such Party shall reimburse payment, a party commences a suit that results in a judgment against the other Party party for all the amounts set forth in this Section 8.4, in addition to the amount of such judgment, the prevailing party shall be paid its reasonable costs and expenses (including disbursements attorneys’ fees and fees of counselexpenses) incurred in the collection of such overdue amount, including in connection with such suit and any related Proceedings commenced and (ii) such Party shall pay to the other Party appeal relating thereto, together with 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 amounts set forth in The Wall Street Journal this Section 8.4 at the national prime rate 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 Transactionsmade.

Termination Fees. (a) If:, after the execution of this Agreement, the Purchaser shall have terminated this Agreement pursuant to Section 9.2(1)(c)(i)(A) or Section 9.2(1)(c)(i)(B) or pursuant to Section 9.2(1)(c)(ii) in respect of the Company being in breach or default of any of its obligations or covenants set forth in Section 6.3 or Section 6.4 hereof, then the Company shall pay to the Purchaser (or as the Purchaser may direct), within three (3) Business Days following receipt by the Company of notice of such termination, the amount of $1,000,000 (the “Purchaser Termination Fee”), by bank draft or wire transfer of immediately available funds to the account designated by the Purchaser. (ib) If, after the execution of this Agreement, either the Company or the Purchaser shall have terminated this Agreement is pursuant to Section 9.2(1)(b)(iii), or Section 9.2(1)(c)(iii) then the Company shall pay to the Purchaser (or as the Purchaser may direct), within three (3) Business Days following receipt by the Company or the Purchaser of notice of such termination and delivery of an invoice by the Purchaser to the Company in respect thereof, such amount with respect to the fees, costs and expenses incurred by the Purchaser with respect to this Agreement and the Arrangement, up to a maximum aggregate amount of $700,000, by bank draft or wire transfer of immediately available funds to the account designated by the Purchaser. (c) If, after the execution of this Agreement, the Company terminates this Agreement pursuant to Section 9.2(1)(d)(ii), then the Company shall pay to the Purchaser (or as the Purchaser may direct) concurrently with the Company’s notice of such termination, the Purchaser Termination Fee by bank draft or wire transfer of immediately available funds to the account designated by the Purchaser. (d) If, after the execution of this Agreement, this Agreement shall have been terminated pursuant to Section 9.2(1)(b)(iii) or, in the event that the Company Meeting has not occurred prior to the Outside Date, Section 9.2(1)(b)(i), and, in each of the foregoing cases, (A) Section 9.1(c)(iian Acquisition Proposal (for the purposes of this paragraph read such that all references to “20% or more” in the definition of Acquisition Proposal are references to “50% or more”) (Violation has been made, proposed, communicated or disclosed prior to the termination of No Solicitation)this Agreement, (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 such Acquisition Proposal 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 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)(iii) (No Company Stockholder Approval) or Section 9.1(c)(i) (Breach by the Company), (B) (1) in the case of a termination pursuant to Section 9.1(b)(i) (Outside Date) or Section 9.1(c)(i) (Breach by the Company), a Takeover Proposal shall have not been made to the Board of Directors of the Company or become publicly known, and not withdrawn, 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 such Acquisition Proposal is consummated in the twelve (12) months following the termination of such terminationthis Agreement, the Company enters into a definitive agreement with any third party to consummate, or consummates, a Takeover Proposal; then the Company shall pay, pay the Purchaser Termination Fee by bank draft or cause to be paid, to Parent, by wire transfer of immediately available funds, an amount equal funds to $18,340,000 (the “Company Termination Fee”) (x) in account designated by the case of termination pursuant to clause (i) above, within two Business Days of Purchaser concurrently with 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 such Acquisition Proposal; provided that, solely for purposes of this Section 9.3(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%. (b2) If: If the Company does not have sufficient financial resources to pay the Purchaser Termination Fee, in order for the Company to enter into any agreement (iother than a confidentiality agreement permitted by Section 6.3(2)) this Agreement is terminated pursuant relating to (A) Section 9.1(d)(ii) (Violation an Acquisition Proposal or Superior Proposal, where the entering into of Parent No Solicitation)such agreement or the acceptance, recommendation or approval of such Acquisition Proposal or Superior Proposal, as the case may be, (B) Section 9.1(d)(iii) (Parent Change in Recommendation) or (C) Section 9.1(b)(iv) (No Parent Stockholder Approval) if the proposal by the Company has the right to terminate this Agreement pursuant to (ido so) Section 9.1(d)(ii) (Violation of Parent No Solicitation) would 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 may give rise to the Board obligation of Directors the Company to pay a Purchaser Termination Fee, it shall be a condition of Parent any such agreement that the person making such Acquisition Proposal or become publicly knownSuperior Proposal, and not withdrawnas applicable, shall advance or otherwise provide to the Company the cash required for the Company to pay the Purchaser Termination Fee, which amount shall be so advanced or provided prior to the date of such termination, or (2) in on which the case of a termination Company is required to pay the Purchaser Termination Fee pursuant to Section 9.1(b)(iv) (No Parent Stockholder Approval9.2(1), 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 Parent Stockholders Meeting, and (C) within 12 months of such termination, Parent enters into a definitive agreement with any third party to consummate, or consummates, a Parent Takeover Proposal, then Parent shall pay to the Company, by wire transfer of immediately available funds, an amount equal to $18,340,000 (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%. (c3) Each of the Parties Party acknowledges that the agreements contained in this Section 9.3 (Termination Fees) are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. Each Party acknowledges that all of the payment amounts set out in this Section 9.3 are payments of liquidated damages which are a genuine pre-estimate of the damages, which the Purchaser entitled to such damages will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. The Company irrevocably waives any right it may have to raise as a defence that (i) any such liquidated damages are excessive or punitive. For greater certainty, each Party agrees that, upon any termination of this Agreement under circumstances where the Company Purchaser is entitled to the Purchaser Termination Fee and such Purchaser Termination Fee is not a penaltypaid in full, 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 Purchaser shall be precluded from any other remedy against the Company at Law or in the circumstances in which such payment is payable equity or otherwise (including, without limitation, an order 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 Feesspecific performance), as applicableand shall not seek to obtain any recovery, then (i) such Party shall reimburse the other Party for all costs and expenses (including disbursements and fees judgment, or damages of counsel) incurred in the collection of such overdue amountany kind, 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) consequential, indirect, 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 Agreementpunitive damages, (A) upon payment of against the Company Termination Fee pursuant to this Section 9.3 (Termination Fees), none of the Company, or any of the Company its Subsidiaries or any of their respective formerdirectors, current or future officers, directorsemployees, partners, stockholders, managers, members, Affiliates shareholders or agents shall have any further liability affiliates or obligation relating to or arising out of their respective representatives in connection with 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 Transactionstransactions contemplated hereby.