TERMINATION

8.1 Termination. This Agreement may be terminated and the Merger may be abandoned at any time prior

to (i) the Effective Time, for Sections 8.1(a) through 8.1(g), notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the stockholders of the Company, and (ii) obtaining the Required Company Vote, for Section 8.1(h):

(a) By mutual written consent of Parent and the Company; or (b) By either Parent or the Company, if:

(i) the Merger shall not have been consummated by April 30, 2017; (the “ Outside Date”); provided, further, that the right to terminate this Agreement under this Section 8.1(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Merger to occur on or before the Outside Date; or

(ii) any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or other Law that (x) makes consummation of the Merger illegal or otherwise prohibited, or (y) enjoins Parent and the Company from consummating the Merger and, in respect of an order,

injunction, judgment, judicial decision, decree or ruling under clause (x) or (y) above, that shall have become final and non-appealable; provided, that the right to terminate this Agreement under this Section 8.1(b)(ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, such enactment, issuance or enforcement by the Governmental Authority; or

(c) By either Parent or the Company, if the Required Company Vote shall not have been obtained at the Stockholders’ Meeting (giving effect to any adjournment or postponement thereof); or

(d) By Parent, if there is an inaccuracy in the Company’s representations herein, or a breach by the Company of its covenants herein, in either case such that the conditions set forth in Sections 7.2(a) and (b) would fail to be satisfied, and such inaccuracy or breach is not cured within thirty (30) days after notice thereof; or

(e) By the Company, if there is an inaccuracy in the representations of Parent and Merger Sub herein, or a breach by Parent and Merger Sub of their covenants herein, in either case such that the conditions set forth in Sections 7.3(a) and (b) would fail to be satisfied, and such inaccuracy or breach is not cured within thirty (30) days after notice thereof; or

(f) By Parent, if following the execution and delivery of this Agreement, there shall have occurred a Material Adverse Effect; or

(g) By Parent, if any of the following shall have occurred: (i) the Company Board or any committee thereof shall have made a Change in Recommendation, or (ii) the Company shall have materially breached any of the covenants set forth in Section 6.1 or Section 6.3; or

(h) By the Company, prior to receipt by the Company of the Required Company Vote, in connection with a Change of Recommendation made by the Company Board in order to accept or enter into a transaction related to a Superior Proposal; provided, that the Company (i) shall have complied with Section 6.3 and (ii) shall concurrently with such termination both enter into a definitive Acquisition Agreement providing for such Superior Proposal and pay to Parent the Termination Fee payable under Section 8.3(a)(iii).

8.2 Effect of Termination.

(a) In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement shall forthwith become void, and there shall be no liability on the part of Parent, Merger Sub or the Company or their respective Representatives and affiliates; provided, that, (a) the provisions of Section 6.2(c) (Confidentiality), Section 6.13 (Public Announcements), Section 8.3 (Fees), Article 10 (General Provisions) and this Section 8.2 shall remain in full force and effect and survive any termination of this Agreement, and (b) such termination shall not relieve any party hereto from liability for any fraud or any material and intentional breach of its representations or warranties or covenants hereunder, regardless of whether breaching was the object of such act or failure to act. A termination of this Agreement shall not cause a termination of the Confidentiality Agreement or any other agreement between the parties.

8.3 Fees.

(a) In the event that this Agreement is terminated:

(i) by Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(c), or by Parent pursuant to Section 8.1(d) or 8.1(g)(ii) (in the case of Section 8.1(g)(ii), other than for and intentional and material breach of Section 6.1 or 6.3) and (1) prior to such termination an Acquisition Proposal shall have been publicly announced or otherwise been communicated to the board of directors or senior management of the Company or its stockholders, and (2) within six (6) months after such termination, (x) the Company recommends, approves or publicly announces its intent to recommend or approve an Acquisition Proposal or enters into an Acquisition Agreement with respect to an Acquisition Proposal, or (y) an Acquisition Proposal is consummated (provided, that, for purposes of this clause (2), each

reference to “15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”);

(ii) by Parent pursuant to Section 8.1(g)(i) or, due to an intentional and material breach of Section 6.1, 6.3, or 8.1(g)(ii); or

(iii) by the Company pursuant to Section 8.1(h);

then, in any such event, the Company shall pay Parent and a fee of two million dollars $2,000,000 (the “ Termination

Fee”), which amount shall be payable by wire transfer of immediately available funds. The Fee shall be paid (x) in the

circumstances described in clause (i) above, promptly (but in no event later than two (2) business days) following the earliest to occur of any of the events described in sub-clause (2) of clause (i) above, (y) in the circumstances described in clause (ii) above, promptly (but in no event later than two (2) business days) following termination, and (z) in the circumstances described in clause (iii) above, prior to or concurrently with such termination.

(b) Except as set forth in this Section 8.3, all costs and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses, whether or not any Transaction is consummated.

(c) The Company acknowledges and agrees that the provisions of this Section 8.3 are an integral part of the Transactions, and that, without such provisions, Parent would not have entered into this Agreement. Accordingly, if the Company shall fail to pay the Termination Fee when due, the term “Termination Fee” shall be deemed to include the costs and expenses incurred or accrued by Parent and Merger Sub (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 8.3.