Common use of Termination; Termination Fee Clause in Contracts

Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated (i) by mutual written consent of Seller and Buyer; (ii) by Seller or Buyer, if the Closing shall not have occurred on or before July 3, 2011; provided, however, that the right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of its obligations under this Acquisition Agreement resulted in the failure of the Closing to be consummated by such date; (iii) by Seller or Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement by the Parties; (v) by Buyer, if a Seller Adverse Recommendation Change shall have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.8, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) any liability of Seller as provided in Section 10.2(c), and (ii) any liability of any Party for fraud, bad faith or any breach of this Acquisition Agreement. (c) (i) If this Acquisition Agreement is terminated by Buyer pursuant to Section 10.2(a)(v), (vi), or (viii), then Seller shall, on the date of such termination, pay Buyer by wire transfer of immediately available funds to an account designated by Buyer a fee equal to the sum of: (A) $1,500,000 (the “Termination Fee”), and (B) all reasonable out-of-pocket expenses, actually documented and incurred or payable by or on behalf of Buyer in connection with or in anticipation of the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”).

Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated terminated by (i) by mutual written consent of Seller and Buyer; Azzurro, (ii) by Seller or BuyerAzzurro, if the Closing shall not have occurred on or before July 3October 31, 20112009, other than as a result of the breach of this Agreement by the Party seeking to so terminate this Agreement, (iii) Azzurro, due to a material breach hereof by Seller or Travelzoo, which (if capable of cure) remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (if capable of cure) remains uncured for 10 days after written notice thereof to Azzurro or (v) Azzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal or Seller shall have executed any letter of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposal; provided, howeverthat this Agreement shall be terminated, that without further action by the right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of its obligations under this Acquisition Agreement resulted in the failure of the Closing to be consummated by such date; (iii) by Seller or Buyerparties, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such finalHong Kong Purchase Agreement shall be terminated for any reason (and, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement by the Parties; (v) by Buyer, if a Seller Adverse Recommendation Change shall have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a)the Hong Kong Purchase Agreement, written notice of such termination agreement shall be given to terminated, without further action by the other Party or Partiesparties thereto, specifying if this Agreement shall be terminated for any reason). In the provision hereof pursuant to which such event of any termination is madeof the Agreement as provided in this Section 10.2, and this Acquisition Agreement shall forthwith become null wholly void and void (other than Section 6.8, this ARTICLE X of no further force and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) effect and there shall be no liability as a result thereof on the part of any Party hereto the Buyer, Seller, Azzurro or their respective Affiliates, Travelzoo except (i) any liability of Seller as provided in Section 10.2(c), and (ii) any liability of any Party for fraud, bad faith or with respect to any breach of this Acquisition Agreement. Agreement occurring prior to termination, (cii) that the provisions of Section 6.4(a) shall survive any such termination of this Agreement and (iiii) If if Azzurro or Seller terminates this Acquisition Agreement is terminated by Buyer pursuant to Section 10.2(a)(v10.2(v), (vi)above, or (viii), then Seller shall, on within two Business Days after the date of such termination, Seller shall pay Buyer Azzurro (by wire transfer of immediately available funds) an aggregate of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under this Agreement and the Hong Kong Purchase Agreement, which shall be paid to, or as directed by, Azzurro, by wire transfer of immediately available funds to an account designated one or more account(s) specified by Buyer a fee equal to the sum of: (A) $1,500,000 (the “Termination Fee”), and (B) all reasonable out-of-pocket expenses, actually documented and incurred or payable by or on behalf of Buyer Azzurro in connection with or in anticipation of the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”)writing.

Termination; Termination Fee. This Agreement may be validly terminated only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis): a) This Acquisition Agreement may only be terminatedterminated at any time prior to the Closing Date by mutual written agreement of the Parties. b) If the Closing has not occurred by the Termination Date for any reason other than a failure by any Seller or Acquirer to perform the covenants and agreements set forth herein to be performed by them or to satisfy the applicable conditions set forth herein to be satisfied by them, either Party may terminate this Agreement and none of the Parties shall have any liability or obligation to the other Parties. c) If the Shah Sellers have performed the covenants and agreements and satisfied the conditions set forth herein to be performed or satisfied by the Shah Sellers and the Closing has not occurred by the Termination Date solely due to a failure by the Acquirer to perform the covenants and agreements or to satisfy the applicable conditions set forth herein to be performed or satisfied by the Acquirer, the Shah Sellers may terminate this Agreement upon delivery of written notice to the Acquirer, and, within five (5) days of such termination, the Acquirer shall (i) by mutual written consent pay the Shah Sellers a reverse termination fee of Seller and Buyer; (ii) by Seller US$3,000,000 to one or Buyer, if the Closing shall not have occurred on or before July 3, 2011; provided, however, that the right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of its obligations under this Acquisition Agreement resulted in the failure of the Closing more accounts to be consummated by such date; (iii) by Seller or Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement designated by the Parties; (v) by Buyer, if a Seller Adverse Recommendation Change shall have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.8, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) any liability of Seller as provided in Section 10.2(c)Shah Sellers, and (ii) any liability of any Party for fraudnotwithstanding anything to the contrary under the Term Sheet or the Escrow Agreement, bad faith cause the Escrow Amount to be released to one or any breach of this Acquisition Agreementmore accounts to be designated by the Shah Sellers. (c) (id) If the Acquirer has performed the covenants and agreements and satisfied the conditions set forth herein to be performed or satisfied by the Acquirer and the Closing has not occurred by the Termination Date solely due to a failure by any Seller to perform the covenants and agreements or to satisfy the applicable conditions set forth herein to be performed or satisfied by such Seller, the Acquirer may terminate this Acquisition Agreement is terminated by Buyer pursuant upon delivery of written notice to Section 10.2(a)(v)the Sellers, and, within five (vi), or (viii), then Seller shall, on the date 5) days of such termination, the Sellers shall (i) pay Buyer by wire transfer the Acquirer a termination fee of immediately available funds US$4,000,000 to an account to be designated by Buyer a fee equal the Acquirer, and (ii) notwithstanding anything to the sum of: (A) $1,500,000 (contrary under the “Termination Fee”)Term Sheet or the Escrow Agreement, and (B) all reasonable out-of-pocket expenses, actually documented and incurred or payable cause the Escrow Amount to be released to the account to be designated by or on behalf of Buyer in connection with or in anticipation of the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”)Acquirer.

Termination; Termination Fee. (a) This Acquisition Agreement may only shall be terminated (i) by mutual written consent of Seller and Buyer; (ii) by Seller or Buyer, terminated if the Closing shall not have occurred on or before July 3, 2011within 120 days following the Execution Date (the “Termination Date”); provided, however, that the right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of its obligations under this Acquisition Agreement resulted in the failure of the Closing to be consummated by such date; (iii) by Seller or Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Merger Agreement by the Parties; (v) by Buyer, if a Seller Adverse Recommendation Change shall have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, been terminated in accordance with its terms (the “Merger Termination”) prior to the Termination Date, then this Agreement shall be terminated on the Business Day following the effective date of the Merger Termination (the “Early Termination Date”). Paragraph (c) of this Section 6.11(c)1.3, Section 5.9 and Article VIII shall survive the termination of this Agreement on the Termination Date pursuant to this paragraph (a) of this Section 1.3. Paragraphs (b) and (c) of this Section 1.3, Section 5.9 and Article VIII shall survive the termination of this Agreement on the Early Termination Date pursuant to this paragraph (a) of this Section 1.3. (i) Until the Termination Date, each of the Parent and the Note Issuer agrees to not solicit, enter into substantive discussion regarding, or enter into any agreements or non-binding agreements of understanding or intent with other parties regarding any other financing for which the use of the proceeds is substantially the use set forth in Section 5.8 hereof or which is intended as a substitute for the financing provided by the Purchasers to the Parent and the Note Issuer hereunder or to consummate the Offer or the Merger without consummating the sale of the Securities hereunder; provided, however, that Seller may only exercise this termination right (A) if Seller has complied with any Purchaser (a “Defaulting Purchaser”) defaults on its obligations under obligation to purchase the amount of Securities set forth opposite its name on Schedule I hereto pursuant to paragraph (d) of Section 6.11, including, without limitation, Section 6.11(d1.1 hereof (the “Default Securities”), the Parent and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or the Note Issuer may solicit and enter into an agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the nondefaulting Purchasers or any other Persons that is permitted by, but subject to, the terms and conditions set forth in ARTICLE VIII not to be satisfied; or clause (xii) by Buyer, in accordance with Section 6.2. of this paragraph (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.8, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) any liability of Seller as provided in Section 10.2(c), and (iiB) if the Merger Agreement is terminated prior to the Termination Date, the Parent and the Note Issuer may solicit and enter into an agreement with any liability of any Party for fraud, bad faith the Purchasers or any breach other Persons that is permitted by, but subject to, the terms and conditions set forth in clause (iii) of this Acquisition Agreementparagraph (b). (cii) Until the Termination Date, the Parent and the Note Issuer (iA) agree to offer each Purchaser other than a Defaulting Purchaser (an “Eligible Purchaser”) the right, exercisable solely at each such Purchaser’s option, to purchase any or all of the Default Securities (the “Default Purchase Right”) before offering the Default Purchase Right to any other Person (a “Third Party Purchaser”), and (B) if any Eligible Purchaser elects not to exercise its Default Purchase Right (a “Declining Purchaser”), the Parent and the Note Issuer shall not offer the Default Purchase Right to any other Eligible Purchaser or any Third Party Purchaser on terms and conditions that are more favorable to such Eligible Purchaser or Third Party Purchaser than the terms and conditions initially presented to the Declining Purchaser without offering the same to the Declining Purchaser. (iii) If this Acquisition the Merger Agreement is terminated by Buyer pursuant to Section 10.2(a)(v)and, (vi), or (viii), then Seller shall, on the date of such termination, pay Buyer by wire transfer of immediately available funds to an account designated by Buyer a fee equal prior to the sum of: (A) $1,500,000 (Termination Date, the “Termination Fee”), and (B) all reasonable out-of-pocket expenses, actually documented and incurred Parent or payable by any of its affiliates propose to enter into transactions substantially similar to or on behalf of Buyer in connection with or in anticipation of intended as a substitute for the transactions contemplated by this Acquisition the Merger Agreement (a “Substitute Merger”) and any of the Parent or any of its affiliates require financing in order to consummate such Substitute Merger (the “Substitute Financing”), then, until the Termination Date, the Parent and the Related Agreements Note Issuer agree not to consummate such Substitute Merger without (whether A) offering each of the Purchasers the right, exercisable solely at each Purchaser’s option, to provide the Substitute Financing (the “Substitute Financing Right”) before or after offering the date of this Acquisition AgreementSubstitute Financing Right to any other Person (a “Third Party Lender”), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount (B) if any Purchaser elects not to exceed $500,000 provide the Substitute Financing (a “Termination ExpensesDeclining Lender”), the Parent and the Note Issuer shall not offer the Substitute Financing Right to any other Purchaser or any Third Party Lender on terms and conditions that are more favorable to such Purchaser or Third Party Lender than the terms and conditions initially presented to the Declining Lender without offering the same to the Declining Lender.

Termination; Termination Fee. This Agreement may be validly terminated prior to the Closing only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis): a) This Acquisition Agreement may only be terminated (i) terminated at any time prior to the Closing by mutual written consent agreement of Seller and Buyer;the Parties. (iib) by Seller or Buyer, if If the Closing shall has not have occurred on or before July 3by the date that is six (6) months from the date hereof (the “Termination Date”) for any reason, 2011either Party may terminate this Agreement by written notice to the other Parties; provided, however, provided that the right to terminate this Acquisition Agreement under pursuant to this Section 10.2(a)(ii1.06(b) shall not be available to any Party whose failure to perform fulfill any of its obligations under this Acquisition Agreement or other breach of this Agreement has been a cause of, or resulted in in, the failure of for the Closing to be consummated occur on or prior to the Termination Date. c) If (i) all closing conditions set forth in Sections 1 and 2 of Schedule C are satisfied or waived by such date; the Acquirer, (ii) the Shah Seller has delivered to the Acquirer a written notice that the Sellers are ready, willing and able to consummate the Closing and (iii) by Seller or Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of Acquirer fails to consummate the Closing or within five (5) Business Days following the transaction contemplated by this Acquisition Agreement or date on which the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement by the Parties; (v) by Buyer, if a Seller Adverse Recommendation Change shall Closing should have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.8, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) any liability of Seller as provided in Section 10.2(c), and (ii) any liability of any Party for fraud, bad faith or any breach of this Acquisition Agreement. (c) (i) If this Acquisition Agreement is terminated by Buyer occurred pursuant to Section 10.2(a)(v), (vi), or (viii)1.04, then the Shah Seller shallmay terminate this Agreement upon delivery of written notice to the Acquirer, on the date and, within five(5) days of such termination, the Acquirer shall pay Buyer by the Shah Seller, via wire transfer of immediately available funds in U.S. dollars, a reverse termination fee of US$5,000,000 to an account one or more accounts to be designated by Buyer a fee equal the Shah Seller in writing as the sole remedy to the sum of:Sellers. d) If (Ai) $1,500,000 all closing conditions set forth in Sections 1 and 3 of Schedule C are satisfied with respect to each Seller or waived by each Seller, (ii) the “Acquirer has delivered to each Seller a written notice that the Acquirer is ready, willing and able to consummate the Closing and (iii) the Closing has not occurred by the Termination Fee”)Date due to the Shah Seller’s failure to comply with its obligations under Section 4.01 or take any reasonably necessary action to consummate the transaction pursuant to Section 1.03, then the Acquirer may terminate this Agreement upon delivery of written notice to the Shah Seller, and, within five (5) days of such termination, the Shah Seller shall pay the Acquirer, via wire transfer of immediately available funds in U.S. dollars, a termination fee of US$5,000,000 to one or more accounts to be designated by the Acquirer in writing as the sole remedy to the Acquirer. (Be) all reasonable out-of-pocket expensesIf any governmental authority of competent jurisdiction shall have notified any Party that any Required Approval will not be granted prior to the Termination Date, actually documented and incurred then either the Shah Seller or payable by or on behalf the Acquirer may terminate this Agreement upon delivery of Buyer in connection with or in anticipation of written notice to the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”)other Party.

Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated terminated by (i) by mutual written consent of Seller and Buyer; Azzurro, (ii) by Seller or BuyerAzzurro, if the Closing shall not have occurred on or before July 3October 31, 20112009, other than as a result of the breach of this Agreement by the Party seeking to so terminate this Agreement, (iii) Azzurro, due to a material breach hereof by Seller or Travelzoo, which (if capable of cure) remains uncured for 10 days after written notice thereof to Seller, (iv) Seller, due to a material breach hereof by Azzurro, which (if capable of cure) remains uncured for 10 days after written notice thereof to Azzurro or (v) Azzurro or Seller if the board of directors of the Travelzoo or any committee thereof shall approve, adopt or recommend any Superior Proposal or Acquisition Proposal or Seller shall have executed any letter of intent, memorandum of understanding or similar Contract relating to any Superior Proposal or Acquisition Proposal; provided, howeverthat this Agreement shall be terminated, that without further action by the right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of its obligations under this Acquisition Agreement resulted in the failure of the Closing to be consummated by such date; (iii) by Seller or Buyerparties, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such finalJapan Purchase Agreement shall be terminated for any reason (and, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement by the Parties; (v) by Buyer, if a Seller Adverse Recommendation Change shall have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a)the Japan Purchase Agreement, written notice of such termination agreement shall be given to terminated, without further action by the other Party or Partiesparties thereto, specifying if this Agreement shall be terminated for any reason). In the provision hereof pursuant to which such event of any termination is madeof the Agreement as provided in this Section 10.2, and this Acquisition Agreement shall forthwith become null wholly void and void (other than Section 6.8, this ARTICLE X of no further force and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) effect and there shall be no liability as a result thereof on the part of any Party hereto the Buyer, Seller, Azzurro or their respective Affiliates, Travelzoo except (i) any liability of Seller as provided in Section 10.2(c), and (ii) any liability of any Party for fraud, bad faith or with respect to any breach of this Acquisition Agreement. Agreement occurring prior to termination, (cii) that the provisions of Section 6.4(a) shall survive any such termination of this Agreement and (iiii) If if Azzurro or Seller terminates this Acquisition Agreement is terminated by Buyer pursuant to Section 10.2(a)(v10.2(v), (vi)above, or (viii), then Seller shall, on within two Business Days after the date of such termination, Seller shall pay Buyer Azzurro (by wire transfer of immediately available funds) an aggregate of Fifty Four Thousand Dollars (US$54,000.00) as a termination payment under this Agreement and the Japan Purchase Agreement, which shall be paid to, or as directed by, Azzurro, by wire transfer of immediately available funds to an account designated one or more account(s) specified by Buyer a fee equal to the sum of: (A) $1,500,000 (the “Termination Fee”), and (B) all reasonable out-of-pocket expenses, actually documented and incurred or payable by or on behalf of Buyer Azzurro in connection with or in anticipation of the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”)writing.

Termination; Termination Fee. (a) This Acquisition Agreement may only be terminated (i) by mutual written consent of Seller Xxxxxxxxxx and the Buyer; (ii) by Seller Xxxxxxxxxx or the Buyer, if the Closing shall not have occurred on or before July 3April 1, 2011; provided, however, that the right to terminate this Acquisition Agreement under this Section 10.2(a)(ii) shall not be available to any Party whose failure to perform any of its obligations under this Acquisition Agreement resulted in the failure of the Closing transaction to be so consummated by such date; (iii) by Seller Xxxxxxxxxx or the Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer Xxxxxxxxxx or the Buyer, if Seller the Xxxxxxxxxx Stockholder Approval is not obtained within 90 days Meeting occurs and the sale of execution of the Business on the terms set forth in this Acquisition Agreement by the Partiesis not approved; (v) by the Buyer, if a Seller Xxxxxxxxxx Adverse Recommendation Change shall have occurred; (vi) by the Buyer, if Seller Xxxxxxxxxx shall have willfully and materially breached the terms of Section 6.11 6.14 of this Acquisition Agreement in any respect adverse to the Buyer; (vii) by the Buyer, if Seller has intentionally or recklessly breached in the event the Sellers are in breach of any representation or representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by SellerXxxxxxxxxx, if Seller Xxxxxxxxxx enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c6.14(c), provided, however, that Seller Xxxxxxxxxx may only exercise this termination right if Seller Xxxxxxxxxx has complied with its obligations under Section 6.116.14, including, without limitation, Section 6.11(d6.14(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller Xxxxxxxxxx fulfills its obligations under Section 10.2(c10.2(c)(ii);; or (ix) by SellerXxxxxxxxxx, if in the event the Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If In the event of termination of this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination thereof shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.86.9, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) any liability of Seller the Sellers as provided in Section 10.2(c), and (ii) any liability of that nothing shall relieve any Party from liability for fraud, bad faith or any breach of this Acquisition Agreement; and provided further that where the Termination Fee (as defined below) is payable, the Sellers shall have no other liability upon termination except for liability for any willful and material breach prior to, or resulting in, such termination. (c) In the event that (i) If within eighteen (18) months after this Acquisition Agreement is terminated pursuant to Sections 10.2(a)(ii), 10.2(a)(iv) or 10.2(a)(vi) the Sellers shall have entered into a definitive agreement for, or consummated, any transaction involving 50% or more of the assets, voting securities or equity securities of Xxxxxxxxxx or the Sellers, including a transaction contemplated by a Superior Proposal; or (ii) this Acquisition Agreement is terminated by the Buyer pursuant to Section 10.2(a)(v) or by Xxxxxxxxxx pursuant to Section 10.2(a)(viii), then the Sellers shall (vi)A) in the case of termination described in (c)(i) of this Section 10.2, upon the consummation of any transaction for 50% or more of the assets, voting securities or equity securities of Xxxxxxxxxx or the Sellers, including a transaction contemplated by a Superior Proposal, or (viii), then Seller shallB) in the case of a termination described in (c)(ii) of this Section 10.2, on the date of such termination, pay the Buyer by wire transfer of immediately available funds to an account designated by the Buyer a fee equal to the sum of: (Ax) $1,500,000 8,400,000 (the “Termination Fee”)) and, and in addition, (By) all reasonable out-of-pocket expenses, actually documented and incurred or payable by or on behalf of the Buyer in connection with or in anticipation of the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”); provided, however, that in no event shall the Sellers be liable to the Buyer for Termination Expenses in excess of $1,600,000, in the aggregate. (d) The Buyer and the Sellers acknowledge and agree that the payment of the Termination Fee and Termination Expenses as contemplated by Section 10.2(c) is reasonable and not excessive in light of the nature of the transactions contemplated by this Acquisition Agreement. If the Buyer has the right to receive the Termination Fee and Termination Expenses pursuant to Section 10.2(c), such Termination Fee and Termination Expenses shall be the Buyer’s exclusive remedy for any breach by the Sellers other than for fraud or bad faith. The Parties acknowledge and agree that the agreements contained in this Section 10.2 are an integral part of the transactions contemplated hereby and that, without these agreements, the Buyer would not enter into this Acquisition Agreement. If the Sellers fail promptly to pay the Termination Fee and Termination Expenses and, in order to obtain such payment(s), the Buyer commences a suit that results in a judgment against the Sellers for the Termination Fee and Termination Expenses, the Sellers shall pay to the Buyer its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit.

Termination; Termination Fee. (a) This Acquisition Agreement and the transactions contemplated hereby may only be terminated terminated prior to the Closing: (i) at any time by mutual written consent of Seller and Buyer; the parties; (ii) by Seller Frost Hanna or Buyer, Gaines Berland if the Closing shall has not have occurred on or before July 3prior to October 31, 20111999 (the "Termination Date"), provided the failure of the Closing to occur by such date is not the result of the failure of the party seeking to terminate this Agreement to perform or fulfill any of its obligations hereunder; (iii) by Gaines Berland at any time in its sole discretion if any of the representations or warranties of Frost Hanna or FHGB in this Agreement are not in all material respects true and accurate or if Frost Hanna or FHGB breaches in any material respect any covenant (including, but not limited to, covenants under Section 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (iv) by Frost Hanna at any time in its sole discretion if any of the representations or warranties of Gaines Berland in this Agreement are not in all material respects true and accurate or if Gaines Berland breaches in any material respect any covenant A-48 55 (including, but not limited to, covenants under Section 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (v) by Frost Hanna if Gaines Berland fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; or (vi) by Frost Hanna or Gaines Berland if Frost Hanna fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; provided, however, that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iisubsections (v) and (vi) shall not be available to any Party whose Frost Hanna, Gaines Berland, Holdings or G-Trade where the failure to perform any obtain shareholder approval of its obligations under this Acquisition Agreement resulted in such party was caused by the act or failure to act of the Closing such party and such act or failure to be consummated act constitutes a material breach by such date; (iii) by Seller or Buyerparty of this Agreement; provided, upon the issuance of any finalfurther, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iiisubsection (vi) shall not be available to Gaines Berland if any Person signing a Party if Voting Agreement fails to vote in favor of the issuance Merger and the transactions contemplated hereby at the meeting of Gaines Berland's, Holdings' and G-Trade's shareholders. If this Agreement is terminated pursuant to this Section 7.5, written notice thereof shall promptly be given by the party electing such final, nonappealable order was primarily due termination to the failure other party and, subject to the expiration of such Party to perform the cure periods provided in clauses (iii) and (iv) above, if any, this Agreement shall terminate without further actions by the parties and, except as provided in this Section 7.5, no party shall have any of its further obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution ; provided that any termination of this Acquisition Agreement by the Parties; (v) by Buyerpursuant to this Section 7.5 shall not relieve any party from any liability for any intentional or willful breach or violation hereof; provided, if further that a Seller Adverse Recommendation Change shall have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms breach of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination 5.9 shall not be effective unless concurrently therewith Seller fulfills deemed an intentional or willful breach if the Board of Directors believed in good faith and upon advise of counsel that such a breach was necessary for it to fulfill its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach fiduciary interests of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any its shareholders. In the event of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.8, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive a termination of this Acquisition Agreement at any timeAgreement, the exclusive remedy of the parties hereunder (except for willful or intentional breaches) and there shall be no liability as a result thereof on set forth in this Section 7.5. Notwithstanding the part termination of any Party hereto or their this Agreement, the respective Affiliates, except (i) any liability obligations of Seller as provided in Section 10.2(c)the parties under Sections 5.3, and (ii) any liability of any Party for fraud, bad faith or any breach Article VIII shall survive the termination of this Acquisition Agreement. (c) (i) If . In the event this Acquisition Agreement is terminated by Buyer Gaines Berland pursuant to Section 10.2(a)(v7.5(iii), (vi)Frost Hanna shall promptly, or (viii), then Seller shall, on but in no event later than ten business days after the date of such termination, pay Buyer by wire transfer of immediately available funds to an account designated by Buyer Gaines Berland, Holdings and G-Trade a fee equal to $250,000 in immediately available funds. In the sum of: (A) $1,500,000 (the “Termination Fee”event this Agreement is terminated by Frost Hanna pursuant to Section 7.5(iv), and (BGaines Berland, Holdings and G-Trade shall promptly, but in no event later than ten business days after the date of such termination, pay to Frost Hanna a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Gaines Berland pursuant to Section 7.5(vi) all reasonable out-of-pocket expensesafter Frost Hanna's Board of Directors withdrew its recommendation to its shareholders to approve the Merger because it believed that it was required to do so to satisfy its fiduciary duties to its shareholders, actually documented and incurred or payable by or on behalf then Frost Hanna shall promptly, but in no event later than 10 days after such termination, pay to Gaines Berland a fee of Buyer $100,000 in connection with or immediately available funds. The parties acknowledge that the provisions set forth in anticipation this Section 7.5 are an integral part of the transactions contemplated by this Acquisition Agreement, that without such provisions the parties would not have entered into this Agreement and that the Related Agreements (whether before or after above-referenced fees are liquidated damages and not penalties, are intended to, among other things, compensate the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”)parties for expenses incurred in connection herewith.

Termination; Termination Fee. (a) This Acquisition Agreement and the transactions contemplated hereby may only be terminated terminated prior to the Closing: (i) at any time by mutual written consent of Seller and Buyer; the parties; (ii) by Seller Frost Hanna or Buyer, Gaines Berland if the Closing shall has not have occurred on or before July 3prior to October 31, 20111999 (the "TERMINATION DATE"), provided the failure of the Closing to occur by such date is not the result of the failure of the party seeking to terminate this Agreement to perform or fulfill any of its obligations hereunder; (iii) by Gaines Berland at any time in its sole discretion if any of the representations or warranties of Frost Hanna or FHGB in this Agreement are not in all material respects true and accurate or if Frost Hanna or FHGB breaches in any material respect any covenant (including, but not limited to, covenants under SECTION 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (iv) by Frost Hanna at any time in its sole discretion if any of the representations or warranties of Gaines Berland in this Agreement are not in all material respects true and accurate or if Gaines Berland breaches in any material respect any covenant (including, but not limited to, covenants under SECTION 5.9) contained in this Agreement, provided that if such misrepresentation or breach is curable, it is not cured prior to October 31, 1999, or such other date as the parties may agree in writing; (v) by Frost Hanna if Gaines Berland fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; or (vi) by Frost Hanna or Gaines Berland if Frost Hanna fails to obtain the required vote of its shareholders at a meeting of shareholders duly convened therefor or at any adjournment thereof; provided, howeverHOWEVER, that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iiSUBSECTIONS (v) AND (vi) shall not be available to any Party whose Frost Hanna, Gaines Berland, Holdings or G-Trade where the failure to perform any obtain shareholder approval of its obligations under this Acquisition Agreement resulted in such party was caused by the act or failure to act of the Closing such party and such act or failure to be consummated act constitutes a material breach by such date; (iii) by Seller or Buyerparty of this Agreement; provided, upon the issuance of any finalfurther, nonappealable order by a court of competent jurisdiction precluding the consummation of the Closing or the transaction contemplated by this Acquisition Agreement or the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iiiSUBSECTION (vi) shall not be available to Gaines Berland if any Person signing a Party if Voting Agreement fails to vote in favor of the issuance Merger and the transactions contemplated hereby at the meeting of Gaines Berland's, Holdings' and G-Trade's shareholders. If this Agreement is terminated pursuant to this SECTION 7.5, written notice thereof shall promptly be given by the party electing such final, nonappealable order was primarily due termination to the failure other party and, subject to the expiration of such Party to perform the cure periods provided in clauses (iii) and (iv) above, if any, this Agreement shall terminate without further actions by the parties and, except as provided in this SECTION 7.5, no party shall have any of its further obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution ; provided that any termination of this Acquisition Agreement by the Parties; (v) by Buyerpursuant to this SECTION 7.5 shall not relieve any party from any liability for any intentional or willful breach or violation hereof; PROVIDED, if FURTHER that a Seller Adverse Recommendation Change shall have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms breach of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination SECTION 5.9 shall not be effective unless concurrently therewith Seller fulfills deemed an intentional or willful breach if the Board of Directors believed in good faith and upon advise of counsel that such a breach was necessary for it to fulfill its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach fiduciary interests of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any its shareholders. In the event of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.8, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive a termination of this Acquisition Agreement at any timeAgreement, the exclusive remedy of the parties hereunder (except for willful or intentional breaches) and there shall be no liability as a result thereof on set forth in this Section 7.5. Notwithstanding the part termination of any Party hereto or their this Agreement, the respective Affiliates, except (i) any liability obligations of Seller as provided in Section 10.2(c)the parties under SECTIONS 5.3, and (ii) any liability of any Party for fraud, bad faith or any breach Article VIII shall survive the termination of this Acquisition Agreement. (c) (i) If . In the event this Acquisition Agreement is terminated by Buyer Gaines Berland pursuant to Section 10.2(a)(vSECTION 7.5(iii), (vi)Frost Hanna shall promptly, or (viii), then Seller shall, on but in no event later than ten business days after the date of such termination, pay Buyer by wire transfer of immediately available funds to an account designated by Buyer Gaines Berland, Holdings and G-Trade a fee equal to $250,000 in immediately available funds. In the sum of: (A) $1,500,000 (the “Termination Fee”event this Agreement is terminated by Frost Hanna pursuant to SECTION 7.5(iv), and (BGaines Berland, Holdings and G-Trade shall promptly, but in no event later than ten business days after the date of such termination, pay to Frost Hanna a fee equal to $250,000 in immediately available funds. In the event this Agreement is terminated by Gaines Berland pursuant to SECTION 7.5(vi) all reasonable out-of-pocket expensesafter Frost Hanna's Board of Directors withdrew its recommendation to its shareholders to approve the Merger because it believed that it was required to do so to satisfy its fiduciary duties to its shareholders, actually documented and incurred or payable by or on behalf then Frost Hanna shall promptly, but in no event later than 10 days after such termination, pay to Gaines Berland a fee of Buyer $100,000 in connection with or immediately available funds. The parties acknowledge that the provisions set forth in anticipation this SECTION 7.5 are an integral part of the transactions contemplated by this Acquisition Agreement, that without such provisions the parties would not have entered into this Agreement and that the Related Agreements (whether before or after above-referenced fees are liquidated damages and not penalties, are intended to, among other things, compensate the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”)parties for expenses incurred in connection herewith.

Termination; Termination Fee. This Agreement may be validly terminated prior to the Closing only as follows (it being understood and hereby agreed that this Agreement may not be terminated for any other reason or on any other basis): a) This Acquisition Agreement may only be terminated (i) terminated at any time prior to the Closing by mutual written consent agreement of Seller and Buyer;the Parties. (iib) by Seller or Buyer, if If the Closing shall has not have occurred on or before July 3by the date that is six (6) months from the date hereof (the “Termination Date”) for any reason, 2011either Party may terminate this Agreement by written notice to the other Parties; provided, however, provided that the right to terminate this Acquisition Agreement under pursuant to this Section 10.2(a)(ii1.06(b) shall not be available to any Party whose failure to perform fulfill any of its obligations under this Acquisition Agreement or other breach of this Agreement has been a cause of, or resulted in in, the failure of for the Closing to be consummated occur on or prior to the Termination Date. c) If (i) all closing conditions set forth in Sections 1 and 2 of Schedule C are satisfied or waived by such date; the Acquirer, (ii) the Shah Seller has delivered to the Acquirer a written notice that the Sellers are ready, willing and able to consummate the Closing and (iii) by Seller or Buyer, upon the issuance of any final, nonappealable order by a court of competent jurisdiction precluding the consummation of Acquirer fails to consummate the Closing or within five (5) Business Days following the transaction contemplated by this Acquisition Agreement or date on which the Related Agreements (by injunction or otherwise), provided that the right to terminate this Acquisition Agreement under this Section 10.2(a)(iii) shall not be available to a Party if the issuance of such final, nonappealable order was primarily due to the failure of such Party to perform any of its obligations under this Acquisition Agreement; (iv) by Buyer if Seller Stockholder Approval is not obtained within 90 days of execution of this Acquisition Agreement by the Parties; (v) by Buyer, if a Seller Adverse Recommendation Change shall Closing should have occurred; (vi) by Buyer, if Seller shall have willfully and materially breached the terms of Section 6.11 of this Acquisition Agreement in any respect adverse to Buyer; (vii) by Buyer, if Seller has intentionally or recklessly breached any representation or warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other breach, would cause any of the conditions in ARTICLE VII not to be satisfied; (viii) by Seller, if Seller enters into a Third Party Acquisition Agreement providing for a Superior Proposal, in accordance with Section 6.11(c), provided, however, that Seller may only exercise this termination right if Seller has complied with its obligations under Section 6.11, including, without limitation, Section 6.11(d), and provided, further, that such termination shall not be effective unless concurrently therewith Seller fulfills its obligations under Section 10.2(c); (ix) by Seller, if Buyer is in breach of any representation, warranty, covenant or agreement contained in this Acquisition Agreement, and such breach, individually or in combination with any other such breach, would cause any of the conditions in ARTICLE VIII not to be satisfied; or (x) by Buyer, in accordance with Section 6.2. (b) If this Acquisition Agreement is terminated as provided in Section 10.2(a), written notice of such termination shall be given to the other Party or Parties, specifying the provision hereof pursuant to which such termination is made, and this Acquisition Agreement shall forthwith become null and void (other than Section 6.8, this ARTICLE X and the Confidentiality Agreement in accordance with its terms, all of which shall survive termination of this Acquisition Agreement at any time) and there shall be no liability as a result thereof on the part of any Party hereto or their respective Affiliates, except (i) any liability of Seller as provided in Section 10.2(c), and (ii) any liability of any Party for fraud, bad faith or any breach of this Acquisition Agreement. (c) (i) If this Acquisition Agreement is terminated by Buyer occurred pursuant to Section 10.2(a)(v), (vi), or (viii)1.04, then the Shah Seller shallmay terminate this Agreement upon delivery of written notice to the Acquirer, on the date and, within five (5) days of such termination, the Acquirer shall pay Buyer by the Shah Seller, via wire transfer of immediately available funds in U.S. dollars, a reverse termination fee of US$5,000,000 to an account one or more accounts to be designated by Buyer a fee equal the Shah Seller in writing as the sole remedy to the sum of:Sellers. d) If (Ai) $1,500,000 all closing conditions set forth in Sections 1 and 3 of Schedule C are satisfied with respect to each Seller or waived by each Seller, (ii) the “Acquirer has delivered to each Seller a written notice that the Acquirer is ready, willing and able to consummate the Closing and (iii) the Closing has not occurred by the Termination Fee”)Date due to the Shah Seller’s failure to comply with its obligations under Section 4.01 or take any reasonably necessary action to consummate the transaction pursuant to Section 1.03, then the Acquirer may terminate this Agreement upon delivery of written notice to the Shah Seller, and, within five (5) days of such termination, the Shah Seller shall pay the Acquirer, via wire transfer of immediately available funds in U.S. dollars, a termination fee of US$5,000,000 to one or more accounts to be designated by the Acquirer in writing as the sole remedy to the Acquirer. (Be) all reasonable out-of-pocket expensesIf any governmental authority of competent jurisdiction shall have notified any Party that any Required Approval will not be granted prior to the Termination Date, actually documented and incurred then either the Shah Seller or payable by or on behalf the Acquirer may terminate this Agreement upon delivery of Buyer in connection with or in anticipation of written notice to the transactions contemplated by this Acquisition Agreement and the Related Agreements (whether before or after the date of this Acquisition Agreement), including all attorney’s fees, financial advisor’s fees, accountants’ fees and filing fees up to an aggregate amount not to exceed $500,000 (“Termination Expenses”)other Party.