Agreement and Plan of Merger, dated as of May 22, 2023, by and among Mizuho Americas LLC, Blanc Merger Sub, Inc. and Greenhill & Co., Inc

The parties hereto acknowledge and agree that an e-mail from one or more of the individuals set forth in Section 5.01(c) of the Company Letter (or such other individuals as Parent may specify by notice to the Company) specifically referencing this Section 5.01 and expressly granting consent shall constitute a valid form of consent of Parent for all purposes under this Section 5.01.

No Solicitation.

Upon execution and delivery of this Agreement, the Company shall, and shall cause its Subsidiaries and its and their respective directors, officers and employees to, and shall use its reasonable best efforts to cause its other Company Representatives to, immediately cease and cause to be terminated, and shall not authorize or knowingly permit any Company Representative to continue, any and all existing activities, discussions or negotiations with any third party conducted heretofore with respect to any possible Takeover Proposal.  In furtherance of the foregoing, promptly following the execution and delivery of this Agreement, the Company shall (i) request each person and its representatives (other than Parent and its representatives) that has, prior to the execution and delivery of this Agreement, executed a confidentiality agreement in connection with such person’s consideration of making a Takeover Proposal, to promptly return or destroy all non-public information furnished to such person by or on behalf of the Company or any of its Subsidiaries prior to the date of this Agreement and (ii) immediately terminate all physical and electronic data room access for such persons and their representatives to diligence or other information regarding the Company or any of its Subsidiaries.  The Company shall not modify, amend or terminate, or waive, release or assign, any provisions of any confidentiality or explicit or implicit standstill obligations (or any similar agreement) to which the Company or any of its Subsidiaries is a party relating to any such Takeover Proposal and shall enforce the provisions of any such agreement; provided, that the Company shall be permitted on a confidential non-public basis to release or waive any such standstill obligations or similar agreements solely to the extent necessary to permit the relevant party thereto to submit a Takeover Proposal to the Company Board on a confidential non-public basis if the Company Board determines in good faith that the failure to do so would be inconsistent with its fiduciary duties under applicable Law.  The Company shall provide written notice to Parent of the release or waiver of any standstill obligations or similar agreements by the Company reasonably promptly following, but in any event within 24 hours of, such release or waiver, including disclosure of the identities of the parties thereto and circumstances relating thereto.

Except as permitted by this Section 5.02, the Company shall not, shall cause its Subsidiaries and its and their respective directors, officers and employees not to, and shall not authorize or knowingly permit its other Company Representatives to, and shall direct and use its reasonable best efforts to cause each of its other Company Representatives not to, directly or indirectly, (i) solicit, initiate, propose or knowingly encourage, knowingly induce or knowingly facilitate, any inquiries or the making of any proposal that would reasonably be expected to lead to a Takeover Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person (or any representative thereof) any information (or access thereto), in any such case in connection with or for the purpose of facilitating, any Takeover Proposal, (iii) except as set forth below with respect to a Permitted Confidentiality Agreement, execute or enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other agreement (each, an “Acquisition Agreement”) relating to any Takeover Proposal, (iv) approve, authorize, agree or publicly announce any intention to do any of the foregoing or (v) approve any transaction under, or any third party becoming an “interested stockholder” under, Section 203 of the DGCL, or any “significant business transaction”.  Notwithstanding anything to the contrary contained in Section 5.02(a) or the first sentence of this Section 5.02(b), at any time prior to obtaining the Stockholder Approval, (i) in response to a written unsolicited Takeover Proposal (ii) that the Company Board determines in good faith to (a) be bona fide and (b) constitute, or would reasonably be expected to result in, a Superior Proposal, and (iii) which Takeover Proposal did not result from a material breach of this Section 5.02 or any other provision of this Agreement, the Company may, and may permit and authorize its Subsidiaries and the Company Representatives to, in each case subject to compliance with Section 5.02(g) and the other provisions of this Agreement, (A) furnish information with respect to the Company and its Subsidiaries to the person making such Takeover Proposal (and its representatives and financing sources) pursuant to a confidentiality agreement that contains terms that are no less restrictive on such person in all material respects than those contained in the Confidentiality Agreement, dated May 5, 2023, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”) and that shall not contain any exclusivity provision or other term that would restrict, in any manner, the Company’s ability to consummate the transactions contemplated by this Agreement or to comply with its disclosure obligations to Parent pursuant to this Agreement (a “Permitted Confidentiality Agreement”) (provided, that such information may only be so furnished if it has previously been provided, or is substantially concurrently provided, to Parent) and (B) participate in discussions or negotiations with, and only with, the person making such Takeover Proposal (and its representatives and financing sources) regarding such Takeover Proposal.

For purposes of this Agreement:

Neither the Company Board nor any committee thereof shall (i)  withdraw, qualify or modify in a manner adverse to Parent, or propose publicly to withdraw, qualify or modify in a manner adverse to Parent, the Company Board Recommendation, (ii) fail to include the Company Board Recommendation in the Proxy Statement that is mailed by the Company to the Company Stockholders, (iii) if any Takeover Proposal that is structured as a tender offer or exchange offer for the outstanding shares of Company Common Stock is commenced pursuant to Rule 14d-2 under the Exchange Act (other than by Parent or an affiliate of Parent), fail to recommend, within ten (10) Business Days after such commencement, against acceptance by the Company Stockholders of such tender offer or exchange offer (any such action described in the foregoing clauses (i) through (iii), an “Adverse Recommendation Change”), (iv) adopt or approve any Takeover Proposal or recommend, declare advisable or propose to recommend or declare advisable the approval or adoption of any Takeover Proposal or (v) cause or permit the Company to enter into any Acquisition Agreement constituting or related to, or which is intended to or would reasonably be expected to lead to, any Takeover Proposal (other than a Permitted Confidentiality Agreement in accordance with Section 5.02(b)).

Notwithstanding the foregoing or anything else in this Agreement to the contrary, at any time prior to obtaining the Stockholder Approval, the Company Board may, in response to a Superior Proposal not resulting from a material breach by the Company of this Section 5.02, effect an Adverse Recommendation Change or terminate this Agreement to enter into an alternative Acquisition Agreement with respect to such Superior Proposal in accordance with Section 8.01(d)(ii), or resolve or agree to take any such action, if and only if all of the following conditions are satisfied:

Notwithstanding any provision in this Agreement to the contrary, at any time prior to obtaining the Stockholder Approval, the Company Board may, in response to an Intervening Event, effect an Adverse Recommendation Change, if and only if all of the following conditions are satisfied:

In addition to the obligations of the Company set forth in paragraphs (a), (b), (d) and (e) of this Section 5.02, the Company shall, as promptly as practicable and in any event within 24 hours after it has knowledge of the receipt thereof, advise Parent orally and in writing of (i) any Takeover Proposal or any request for information or inquiry that contemplates or is in furtherance of a Takeover Proposal and (ii) the terms and conditions of such Takeover Proposal, request or inquiry (including any subsequent amendment or other modification to such terms and conditions) and the identity of the person or persons making any such Takeover Proposal, request or inquiry.  Commencing upon the provision of any notice referred to above, the Company (or its outside counsel) shall (A) keep Parent (or its outside counsel) reasonably informed on a reasonably current basis regarding the status and terms of discussions and negotiations relating to any such Takeover Proposal, request or inquiry and (B) the Company shall, as promptly as practicable (and in any event within 24 hours following the receipt or delivery thereof), provide Parent (or its outside legal counsel) with unredacted copies of all writings or media (whether or not electronic) containing any terms or conditions of any proposals or proposed transaction agreements (including all relevant schedules, appendices, annexes, exhibits and other attachments thereto) relating to any Takeover Proposal and any financing commitments relating thereto.

Nothing contained in this Section 5.02 or elsewhere in this Agreement shall prohibit the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if the Company Board determines in good faith that failure to so disclose would be inconsistent with the directors’ fiduciary duties under applicable Law; provided, that in no event shall the Company Board or any committee thereof take, agree or resolve to take any action prohibited by Section 5.02(d) except to the extent permitted by Section 5.02(e) or Section 5.02(f); provided, further, that any public disclosure by Company pursuant to this Section 5.02(h) relating to any Takeover Proposal shall state that the Company Board Recommendation continues to be in effect unless, prior to the time of such public disclosure, an Adverse Recommendation Change has been made (and has not been rescinded) in compliance with this Section 5.02.

Preparation of the Proxy Statement; Stockholders Meeting.

As promptly as reasonably practicable following the date of this Agreement, and in any event prior to the date that is thirty (30) Business Days after the date of this Agreement (so long as Parent promptly complies with its obligations under this Section 6.01(a)), the Company shall prepare (with Parent’s reasonable cooperation) and file with the SEC the preliminary Proxy Statement.  Each of the Company and Parent shall furnish all information concerning such person (and, with respect to Parent’s obligations, Sub) to the other as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement.  The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand.  Each of the Company and Parent shall use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement.  Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response and (ii) shall give reasonable and good faith consideration to all comments reasonably proposed by Parent.  If, at any time prior to the Stockholders Meeting, any information relating to the Company, Parent or any of their respective affiliates, officers or directors should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, disseminated to the stockholders of the Company.

The Company agrees that the Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and that none of the information included or incorporated by reference in the Proxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the Company Stockholders or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no covenant is made by the Company with respect to statements made in the Proxy Statement based on information supplied in writing by or on behalf of Parent or Sub specifically for inclusion or incorporation for reference therein.  Parent agrees that no information supplied in writing by or on behalf of Parent specifically for inclusion or incorporation for reference in the Proxy Statement shall, at the date the Proxy Statement is filed with the SEC or mailed to the stockholders of the Company or at the time of the Stockholders Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

The Company shall, as promptly as reasonably practicable after the filing of the preliminary Proxy Statement with the SEC and subject to applicable Law, the Company Charter, the Company Bylaws and the rules of the New York Stock Exchange, (i) establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders Meeting”) for the purpose of obtaining the Stockholder Approval and (ii) commence mailing the Proxy Statement to the Company Stockholders as promptly as reasonably practicable after (and in any event, unless otherwise agreed by the Company and Parent, within ten (10) Business Days after) either (A) the day that is ten (10) days after filing the Proxy Statement in preliminary form if, prior to such date, the SEC staff does not provide comments or indicates that it does not plan to provide comments or (B) being informed by the SEC staff that it has no further comments on the Proxy Statement.  The Company will schedule the Stockholders Meeting to be held as soon as reasonably practicable after the initial mailing of the Proxy Statement.

Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted to postpone or adjourn the Stockholders Meeting without the consent of Parent if, but only if, (i) the Company is unable to obtain a quorum of its stockholders at such time, to the extent (and only to the extent) necessary in order to obtain a quorum of its stockholders and the Company shall use its reasonable best efforts to obtain such a quorum as promptly as practicable, (ii) there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Stockholder Approval, (iii) the Company Board has determined in good faith (after consultation with outside legal counsel) that such delay is required by applicable Law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Stockholders Meeting or (iv) the Company is required to do so by a court of competent jurisdiction in connection with any Transaction Litigation; provided, that in no event shall the Stockholders Meeting be postponed or adjourned (A) with respect to Section 6.01(d)(i), by more than thirty (30) days after the date on which the Stockholders Meeting was (or was required to be) originally scheduled, without the prior written consent of Parent, (B) with respect to Section 6.01(d)(iii), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with applicable Law (it being agreed by the parties that such ten (10) Business Day period shall recommence if the Company (after consultation with outside legal counsel) shall determine supplemental or amended disclosure is required to be disseminated and reviewed by stockholders of the Company during such original ten (10) Business Day period) or (C) otherwise, except with respect to postponements or adjournments pursuant to Section 6.01(d)(iv), by more than ten (10) Business Days at a time without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).  The Company shall, at the instruction of Parent, postpone or adjourn the Stockholders Meeting if there are not sufficient affirmative votes in person or by proxy at such meeting to adopt this Agreement to allow reasonable time for the solicitation of proxies for purposes of obtaining the Stockholder Approval.  In no event shall the record date of the Stockholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may change the record date of the Stockholders Meeting without prior written consent of Parent in the event that (1) supplemental or amended disclosure is required to be disseminated to stockholders, the meeting is postponed or adjourned, in accordance with this Section 6.01(d) or (2) the Company postpones the Stockholders Meeting at the instruction of Parent and, in either case, as a result, the initial record date fixed by the Company Board is more than sixty (60) days before the date of the subsequent meeting.  The notice of such Stockholders Meeting shall state that a resolution to adopt this Agreement shall be considered at the Stockholders Meeting.  Except to the extent an Adverse Recommendation Change expressly permitted by Section 5.02(e) or Section 5.02(f) has been effected, (1) the Company Board shall include the Company Board Recommendation in the Proxy Statement and (2) the Company shall use its reasonable best efforts to solicit votes of the Company Stockholders in favor of obtaining the Stockholder Approval.  The Company shall provide updates to Parent with respect to the proxy solicitation for the Stockholders Meeting (including interim results) as reasonably requested by Parent.

Access to Information; Confidentiality.

The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, investment bankers, attorneys, accountants, auditors, consultants and other representatives and advisors access upon reasonable advance notice, during normal business hours in a manner as to not unreasonably interfere with the conduct of business of the Company and its Subsidiaries during the period prior to the earlier of the Effective Time or the termination of this Agreement to their respective properties, assets, books, records, Contracts, Permits, documents, information, auditors, auditor’s work papers, directors, officers and employees.  Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines (upon the advice of outside counsel) that such access or disclosure could jeopardize the attorney‑client privilege of the Company or any of its Subsidiaries or conflict with or violate any applicable Law or any Contract, including any confidentiality obligations contained therein, to which the Company or any of its Subsidiaries is a party; provided, that the Company shall use its reasonable best efforts (i) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (ii) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company.  Except as required by any applicable Law or Order, Parent shall treat and shall direct its representatives to treat, all information received from the Company pursuant to this Section 6.02(a) confidential in accordance with the Confidentiality Agreement.

Subject to applicable Law, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, use reasonable best efforts to cooperate with respect to transition and integration planning matters in connection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.

Reasonable Best Efforts; Consultation and Notice.

Each of the Company and Company Board shall, if any state takeover statute or similar statute or regulation, including the DGCL, is or becomes applicable to the Merger, this Agreement, the Voting Agreement, or to any of the other transactions contemplated by this Agreement, including the Voting Agreement, take all actions necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement, the Merger and the other transactions contemplated by this Agreement, including the Voting Agreement.

Consultation and Notice.  Each party hereto shall give prompt notice to the other parties hereto upon having knowledge that any representation or warranty made by such party in this Agreement has become untrue or inaccurate in any material respect, or of any failure by such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case of this clause (a), if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause, in the case of notice to be given by the Company, any of the conditions to the obligations of Parent and Sub to consummate the Merger set forth in Section 7.02(a), Section 7.02(b) or Section 7.02(c) to fail to be satisfied or, in the case of notice to be given by Parent or Sub, any of the conditions to the obligations of the Company to consummate the Merger set forth in Section 7.03(a) or Section 7.03(b); provided, that no such notification (and no failure to make such notification) shall affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement.

Sub Stockholder Approval and Compliance. Immediately following the execution and delivery of this Agreement by each of the parties hereto, Parent will cause the sole stockholder of Sub to adopt this Agreement.  Parent shall cause Sub to comply with all of Sub’s obligations under this Agreement and Sub shall not engage in any activities of any nature, except as provided in or contemplated by this Agreement.

Equity and Deferred Cash Awards.

As soon as practicable following the date of this Agreement and in any event prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the following:

Parent shall cause the Surviving Corporation or one of its Subsidiaries, as applicable, to (i) pay the vested portion of each Parent Cash Award, in each case less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign tax Law with respect to the making of such payments, promptly but in any event within ten (10) Business Days following the applicable vesting date (to the extent not previously forfeited) or at such later date required to avoid the imposition of taxes under Section 409A of the Code; provided, that any amounts relating to dividend equivalent rights, if any, granted with respect to awards of RSUs that are accrued but unpaid as of the Effective Time will carry over and will be paid if required by and in accordance with the terms and conditions as were applicable to such awards of RSUs immediately prior to the Effective Time and (ii) pay the cash amounts described in Section 6.06(a)(ii) in respect of the PSUs, less such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign tax Law with respect to the making of such payments, promptly but in any event within ten (10) Business Days following the Effective Time or at such later date required to avoid the imposition of taxes under Section 409A of the Code; provided, that for the avoidance of doubt, any amounts relating to dividend equivalent rights, if any, granted with respect to awards of PSUs that are accrued but unpaid as of the Effective Time will be paid within ten (10) Business Days following the Effective Time or at such later date required to avoid the imposition of taxes under Section 409A of the Code.

Prior to the Effective Time, the Company shall take all reasonable steps as may be required to cause the transactions contemplated by this Section 6.06 and any other dispositions of Company equity securities (including derivative securities) in connection with this Agreement by each individual who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Indemnification, Exculpation and Insurance.

Parent and Sub agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers or employees of the Company and its Subsidiaries as provided in their respective certificate of incorporation or bylaws (or comparable organizational documents) and any indemnification or other agreements of the Company as in effect on the date of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor the foregoing obligations.  During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the degree to which a corporation may indemnify its officers and directors), the Surviving Corporation agrees that it will indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of its Subsidiaries as a director or officer of another person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines, amounts paid in settlement and fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any actual or threatened Legal Proceeding (including with respect to matters existing or occurring or alleged to occur at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another person, whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Legal Proceeding, (i) each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such Legal Proceeding from the Surviving Corporation within fifteen (15) Business Days of receipt by the Surviving Corporation from the Company Indemnified Party of a request therefor accompanied by reasonable supporting documentation; provided, that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Surviving Corporation’s certificate of incorporation or by-laws, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification and (ii)  the Surviving Corporation shall cooperate in the defense of any such matter.

In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.07.

Parent shall obtain, or cause to be obtained, as of the Effective Time, a “tail” insurance policy with a claims period of six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance covering each person currently covered by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time on terms that are no less favorable than those of such policy of the Company in effect on the date of this Agreement, which insurance shall, prior to the Closing, be in effect and prepaid for such six (6)-year period; provided, that in no event shall Parent or the Surviving Corporation be required to pay, with respect to the entire six (6)-year period following the Effective Time, premiums for insurance under this Section 6.07(c) which in the aggregate exceed 300% of the aggregate premiums paid by the Company for coverage for the most recent one (1)-year period for which the Company obtained such coverage; provided, that Parent shall nevertheless be obligated to provide such coverage, with respect to the entire six (6)-year period following the Effective Time, as may be obtained for such 300% amount.

The provisions of this Section 6.07 (i) are intended to be for the benefit of, and shall be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Fees and Expenses.

Except as expressly set forth in this Section 6.08, all fees and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

In the event that (i) prior to the Stockholders Meeting, a Takeover Proposal has been made (whether or not conditional and whether or not withdrawn) to the Company or its stockholders or any person has publicly announced an intention (whether or not conditional and whether or not withdrawn) to make a Takeover Proposal and thereafter (A) this Agreement is terminated by either Parent or the Company pursuant to Section 8.01(b)(i) (but only if (1) the Stockholders Meeting has not been held or the Stockholder Approval has not been obtained thereat prior to the Termination Date and (2) all the conditions set forth in Section 7.01 and Section 7.03 have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, are then capable of being satisfied if the Closing were to take place on such date) or waived), or by either Parent or the Company pursuant to Section 8.01(b)(iii) or by Parent pursuant to Section 8.01(c)(ii) (and at such time the Stockholder Approval has not been obtained) and (B) prior to the date that is 12 months after such termination, (1) the Company or any of its Subsidiaries enters into any Acquisition Agreement with respect to any Takeover Proposal or (2) any Takeover Proposal is consummated (solely for purposes of this Section 6.08(b)(i)(B), the term “Takeover Proposal” shall have the meaning set forth in the definition of Takeover Proposal contained in Section 5.02(c) except that all references to “20%” shall be deemed references to “50.1%”), (ii) this Agreement is terminated by Parent pursuant to Section 8.01(c)(i) or (iii) this Agreement is terminated by the Company pursuant to Section 8.01(d)(ii), then, in each such case, the Company shall pay (or cause to be paid) to Parent a fee equal to $15,380,000 (the “Company Termination Fee”) by wire transfer of same-day funds (x) in the case of a termination by Parent pursuant to Section 8.01(c)(i), within two (2) Business Days after such termination, (y) in the case of a termination by the Company pursuant to Section 8.01(d)(ii), prior to or concurrently with, and as a condition to, the effectiveness of any such termination and (z) in the case of a payment as a result of any event referred to in Section 6.08(b)(i), within two (2) Business Days of the first to occur of the events referred to in clauses (1) and (2) of Section 6.08(b)(i)(B), in each case to an account designated by Parent.  Notwithstanding anything to the contrary contained in this Section 6.08 or elsewhere in this Agreement, in the event this Agreement is terminated by the Company for any reason at a time when Parent would have had the right to terminate this Agreement, Parent shall be entitled to receipt of any Company Termination Fee that would have been (or would have subsequently become) payable had Parent terminated this Agreement at such time.  For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee more than once even though the Company Termination Fee may be payable by the Company under one or more provisions hereof.

In the event that this Agreement is terminated (i) by either Parent or the Company pursuant to Section 8.01(b)(i) and at the time of such termination, (A) one or more of the conditions set forth in Section 7.01(b), Section 7.01(c), Section 7.02(e) or Section 7.03(d) has not been satisfied or waived and (B) all of the other conditions set forth in Section 7.01 and Section 7.02 have been satisfied or waived (other than those that by their terms are to be satisfied or waived at the Closing; provided, that such conditions were then capable of being satisfied if the Closing had taken place) and no Willful Breach by the Company of its obligations under Section 6.03 has been the primary cause of the failure of the conditions set forth in the preceding clause (A) to be satisfied, (ii) by Parent or the Company pursuant to Section 8.01(b)(ii) or (iii) by the Company pursuant to Section 8.01(d)(i) as a result of a material breach by Parent or Sub of Section 6.03, then Parent shall pay (or cause to be paid) to the Company a fee equal to $38,500,000 (such fee, the “Parent Termination Fee”) by wire transfer of same-day funds within two (2) Business Days after such termination to an account designated by the Company.

Each party hereto acknowledges that the agreements contained in this Section 6.08 are an integral part of the transactions contemplated by this Agreement and that, without Section 6.08(b), Parent and Sub would not have entered into this Agreement and that, without Section 6.08(c), the Company would not have entered into this Agreement.  Accordingly, (i) if the Company fails promptly to pay the amount due pursuant to Section 6.08(b) and, in order to obtain such payment, Parent commences a Legal Proceeding that results in an Order against the Company for the payment set forth in Section 6.08(b), the Company shall pay to Parent Parent’s reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such Legal Proceeding and any appeal relating thereto, together with interest on the amount due at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made and (ii) if Parent fails promptly to pay the amount due pursuant to Section 6.08(c) and, in order to obtain such payment, the Company commences a Legal Proceeding that results in a judgment against Parent for the payment set forth in Section 6.08(c), Parent shall pay to the Company the Company’s reasonable costs and expenses (including attorneys’ fees and expenses) in connection with such Legal Proceeding and any appeal relating thereto, together with interest on the amount due at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made (the costs and expenses in clause (i) or (ii), as applicable, the “Collection Expenses”).

Notwithstanding any other provision of this Agreement, but without limiting the parties’ rights to pursue specific performance in accordance with Section 9.11, the parties agree that the payment of the Company Termination Fee (together with any Collection Expenses) shall be the sole and exclusive remedy of Parent, Sub, or their respective Subsidiaries and their respective former, current or further partners, stockholders, managers, members, affiliates and representatives, as applicable, and none of the Company or any of its Subsidiaries or any of their respective former, current or further partners, stockholders, managers, members, affiliates or representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.  In addition, if Parent or Sub receive any payments from the Company in respect of any breach of this Agreement and thereafter Parent receives the Company Termination Fee, the amount of such Company Termination Fee shall be reduced by the aggregate amount of such payments made by the Company prior to paying the Company Termination Fee in respect of any such breaches.  The parties agree and understand that in no event shall Parent be entitled, pursuant to this Section 6.08, to receive an amount greater than an amount equal to (A) the Company Termination Fee plus (B) any Collection Expenses.  Notwithstanding the foregoing, payment of the Company Termination Fee (whether with or without any Collection Expenses) will not relieve the Company from liability for any fraud or Willful Breach.

Notwithstanding any other provision of this Agreement, but without limiting the parties’ rights to pursue specific performance in accordance with Section 9.11, the parties agree that the payment of the Parent Termination Fee (together with any Collection Expenses) shall be the sole and exclusive remedy of the Company or its Subsidiaries and its and their respective former, current or further partners, stockholders, managers, members, affiliates and representatives, as applicable, and none of the Parent, Sub or any of their Subsidiaries or any of their respective former, current or further partners, stockholders, managers, members, affiliates or representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.  In addition, if the Company receives any payments from Parent or Sub in respect of any breach of this Agreement and thereafter the Company receives the Parent Termination Fee, the amount of such Parent Termination Fee shall be reduced by the aggregate amount of such payments made by Parent or Sub prior to paying the Parent Termination Fee in respect of any such breaches.  The parties agree and understand that in no event shall the Company be entitled, pursuant to this Section 6.08, to receive an amount greater than an amount equal to (A) the Parent Termination Fee plus (B) any Collection Expenses.  Notwithstanding the foregoing, payment of the Parent Termination Fee (whether with or without any Collection Expenses) will not relieve Parent from liability for any fraud or Willful Breach.

Public Announcements.  The parties hereto agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties.  Thereafter, the Company, on the one hand, and Parent and Sub, on the other hand, shall, to the extent at all reasonably practicable, consult with the other parties to this Agreement before making, and give such other parties to this Agreement a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement, the Merger and the other transactions contemplated by this Agreement, shall consider in good faith such other parties’ comments and shall not issue any such press release or make any such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; provided, that the foregoing shall not apply to any press release or other public statement so long as the statements contained therein concerning this Agreement, the Merger and the other transactions contemplated by this Agreement are substantially similar to (and are not inconsistent with) previous releases or statements made by the applicable party with respect to which such party has complied with the provisions of this sentence.

Stock Exchange Delisting; Deregistration.  Prior to the Effective Time, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part pursuant to applicable Law and the rules and regulations of the NYSE to cause (a) the delisting of the Company Common Stock from the NYSE as promptly as practicable after the Effective Time and (b) the deregistration of the Company Common Stock pursuant to the Exchange Act as promptly as practicable after such delisting.

Employee Matters.

From and after the Closing, Parent shall cause the Company and its Subsidiaries to honor all Benefit Plans in accordance with their terms as in effect immediately before the Closing (it being understood that this Section 6.11(a) shall not be deemed to prohibit Parent or its affiliates from amending, modifying, replacing or terminating such arrangements in accordance with their terms).  For the period beginning on the Closing and ending on the first anniversary of the Closing, while the applicable employee remains employed by Parent or one of its affiliates following the Effective Time, Parent shall provide, or shall cause one of its affiliates to provide, to employees of the Company who remain employed after the Closing (the “Continuing Employees”), (i) base salaries or wages that are no less favorable than the base salaries or wages applicable to each such Continuing Employee immediately prior to the Effective Time and (ii) health and welfare benefits (excluding severance benefits, post-employment health or welfare benefits (other than as required by law), defined benefit pension plans and elective nonqualified deferred compensation plans) that are no less favorable than those provided to similarly situated employees of Parent or its applicable Subsidiaries (provided that for Continuing Employees located in any jurisdiction other than the United States, continued participation in the Benefit Plans on the same basis as in effect immediately prior to the Effective Time shall be deemed to satisfy the foregoing clause (ii)).  In addition, any Continuing Employee who is terminated on or following the Closing Date shall be provided with the severance benefits as set forth on Section 6.11(a) of the Company Letter, or such greater benefits as may be required by applicable Law.

Notwithstanding anything to the contrary in Section 6.11(a), the Chairman and Chief Executive Officer of the Company as of immediately prior to the Effective Time shall recommend to Parent the annual bonus amount to be paid to each Continuing Employee for the period beginning on January 1, 2023 and ending on March 31, 2024.  Parent shall consider such recommendations from the Chairman and Chief Executive Officer in good faith and shall, to the extent not previously paid prior to the Closing or required to be paid on an earlier date in accordance with the applicable Benefit Plan, pay the actual earned amount of such bonus to each Continuing Employee who remains employed in April 2024 in accordance with Parent’s standard year-end payment cycle and, to the extent applicable, subject to Parent’s applicable deferral schedule (with any deferred amounts to be credited with interest benchmarked to the prevailing consumer price index in accordance with Parent’s deferred bonus plan and on a basis no less favorable than as applicable to similarly situated employees of Parent or its applicable Subsidiaries) and Section 409A of the Code.

Parent or its applicable affiliates shall give Continuing Employees full credit for all purposes, including eligibility to participate, vesting and level of benefits (but not benefit accrual under defined benefit plans, levels of benefits under Parent’s severance plans or under the Parent 401(k) Plan (as defined below)) under the employee benefit plans or arrangements (excluding all defined benefit pension, post-employment health or welfare benefit plans and arrangements) maintained by Parent or its affiliates and in which such Continuing Employees participate after the Closing, for such Continuing Employees’ service prior to the Closing with the Company or any of its Subsidiaries, to the same extent recognized by the Company and its Subsidiaries prior to the Closing (provided, that for Continuing Employees located in any jurisdiction other than the United States, continued participation in the Benefit Plans on the same basis as in effect immediately prior to the Effective Time shall be deemed to satisfy the foregoing).  Such crediting of service described in this Section 6.11(c) shall not (A) operate to duplicate any benefit for the same period of service or the funding of any such benefit, or (B) prior to the third anniversary of the Closing Date, apply for purposes of determining “Retirement” under Parent’s Deferred Bonus Plan, it being understood and agreed that effective immediately and automatically on the third anniversary of the Closing Date, Parent and its affiliates shall give credit to each Continuing Employee for such employees’ service prior to the Closing with the Company or any of its Subsidiaries, to the same extent recognized by the Company and its Subsidiaries, for purposes of determining “Retirement” under such plan or any successor or replacement plan.

With respect to any welfare plan maintained by Parent in which Continuing Employees are eligible to participate after the Closing, Parent shall, and shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such employees under the welfare plans of the Company and its Subsidiaries prior to the Closing and (ii) provide Continuing Employees with credit for any co-payments and deductibles paid prior to the Closing in satisfying any analogous deductible or out-of-pocket requirements to the same extent recognized by the Company or its Subsidiaries prior to the Closing.

The Company Board (or the appropriate committee thereof) shall take actions necessary to terminate the Company 401(k) Plan (the “401(k) Plan”), such termination to be effective as of the day prior to the Closing Date and contingent upon the occurrence of the Effective Time unless Parent provides written notice to the Company no later than ten (10) Business Days prior to the Effective Time that the 401(k) Plan shall not be terminated.  Unless Parent provides such written notice to the Company, no later than two (2) days prior to the Closing Date, the Company shall provide Parent with evidence that the 401(k) Plan has been terminated pursuant to resolutions of the Company Board (effective as of the day immediately preceding the Closing Date), the form and substance of which shall be subject to reasonable review and comment by Parent.  Parent shall, effective as of the Closing Date, offer participation in Parent’s tax qualified defined contribution plan (the “Parent 401(k) Plan”) to each Continuing Employee who was an active participant in the Company 401(k) Plan as of the date of its termination and who satisfies the eligibility requirements of the Parent 401(k) Plan.  If elected by such Continuing Employee in accordance with applicable Law, Parent shall permit the Parent 401(k) Plan to, following the Closing Date, accept a “direct rollover” to such Parent 401(k) Plan of the account balances (including any participant loans) of such Continuing Employee.

The parties shall coordinate in advance between the date of this Agreement and the Effective Time regarding any communication with any Company Personnel relating to compensation or benefits to be provided subsequent to the Effective Time, and any such communication shall be subject to the prior review and comment of the other party (with any reasonable comments received promptly (but no later than five (5) Business Days following receipt) to be reflected in good faith), it being understood that prior coordination and review shall not be required with respect to any such communication the substance of which the other party previously reviewed (and which communication does not otherwise materially deviate from such substance).

Nothing contained herein shall be construed as requiring, and the Company shall take no action that would have the effect of requiring, Parent or its Subsidiaries or the Surviving Corporation to continue any specific plans or to continue the employment of any specific person.  Furthermore, no provision of this Agreement shall be construed as prohibiting or limiting the ability of Parent or its Subsidiaries or the Surviving Corporation to amend, modify or terminate any plans, programs, policies, arrangements, agreements or understandings of Parent, the Company or the Surviving Corporation or any of their Subsidiaries or affiliates and nothing therein shall be construed as an amendment to any such plan, program, policy, arrangement, agreement or understanding for any purpose.  Without limiting the scope of Section 9.06, the terms and provisions of this Section 6.11 are intended solely for the benefit of each party hereto and their respective successors or permitted assigns and nothing in this Section 6.11 shall confer any rights or remedies of any kind or description upon any Continuing Employee (or any beneficiaries or dependents thereof) or any other person.

Transaction Litigation.  The Company shall control the defense of any stockholder demands, litigations, arbitrations or other similar action (including derivative claims) commencing against the Company or any of its directors or officers relating to this Agreement or any of the transactions contemplated by this Agreement (collectively, the “Transaction Litigation”); provided, that the Company shall (a) promptly notify Parent in writing of any such Transaction Litigation, (b) give Parent the opportunity to participate in the defense and settlement of any such Transaction Litigation and (c) keep Parent promptly informed with respect to such Transaction Litigation and all material developments relating thereto; provided, however, that no compromise or full or partial settlement of any Transaction Litigation shall be made or agreed to by the Company or any of its Subsidiaries without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Company Credit Agreement.

To the extent that the Company Credit Agreement is then outstanding and has not been refinanced by the Parent Replacement Credit Facility, the Company shall use commercially reasonable efforts to deliver to Parent no less than one (1) Business Day prior to the Closing customary payoff letter(s) in connection with the repayment by Parent at the Effective Time of the funded Indebtedness of the Company and its Subsidiaries under the Company Credit Agreement, which payoff letter(s) shall (i) acknowledge the aggregate principal amount and accrued and unpaid interest outstanding in respect of such Indebtedness as of the Effective Time, and (ii) provide for the termination of all agreements relating to such Indebtedness, subject to customary exceptions (including any provisions that expressly survive repayment in full), and the release and termination of all Liens securing such Indebtedness and all guarantees by the Company or any of its Subsidiaries of such Indebtedness, in each case, upon receipt of payment in full (from funds provided by the Parent) of the applicable payoff amount specified therein in accordance therewith (including the replacement or cash collateralization by Parent of any letters of credit outstanding thereunder).  The Company shall use commercially reasonable efforts to provide all required notices in connection with the repayment and termination of such Indebtedness as of the Effective Time (or obtain waivers of the requirement to provide such notice); it being understood that in no event shall the Company be required to give any such notice that is not conditioned on the occurrence of the Closing.

In the event that (i) the Closing has not occurred by March 12, 2024 (the “Refinancing Trigger Date”), (ii) the stated maturity date for the term loans under the Company Credit Agreement (such term loans, the “Company Term Loans”) has not been extended to at least April 12, 2025, and the (iii) the Company delivers a written request to Parent, Parent shall provide (and Parent hereby commits to provide or cause to be provided) to the Company on (or if requested by the Company, after) the Refinancing Trigger Date, a new term loan credit facility (the “Parent Replacement Credit Facility”), (x) in an aggregate principal amount equal to the aggregate principal amount of the Company Term Loans outstanding prior to the making of the Parent Replacement Credit Facility, plus accrued and unpaid interest and premium thereon and (y) on terms substantially the same as the terms and conditions applicable to the Company Term Loans as in effect immediately prior to the making of the Parent Replacement Credit Facility, except that (I) such new term loans shall have (W) an interest rate no less favorable to the Company than that available in the market for a credit facility of similar type and amount to a borrower of similar creditworthiness to the Company at such time, (X) a stated maturity date no earlier than April 12, 2027 and (Y) conditions to drawing that do not include a bringdown of representations, an absence of default or event of default, an absence of material adverse effect, a requirement to deliver financial statements, or a minimum required equity investment; (II) the proceeds of the Parent Replacement Credit Facility shall be used to refinance the term loans outstanding under the Company Credit Agreement, to pay accrued and unpaid interest and premium thereon and to pay any fees and expenses incurred by the Company and its Subsidiaries in connection therewith and (III) the Company and its Subsidiaries shall not be required to pay any commitment, arrangement, upfront or similar fee or any other compensation or fees of any kind to Parent or any of its affiliates in connection with the negotiation, entry into or making of the Parent Replacement Credit Facility.  In the event that the Company elects to cause Parent to provide the Parent Replacement Credit Facility, the Company shall reasonably cooperate, and cause its Subsidiaries to reasonably cooperate, with Parent to provide such new term loans.  Parent and the Company agree that this Section 6.13(b) constitutes a binding and enforceable agreement (except as may be limited by the Bankruptcy Exceptions), including to negotiate in good faith the definitive documentation relating to the Parent Replacement Credit Facility by the parties hereto in a manner consistent with this Section 6.13(b), it being acknowledged and agreed that the funding of the Parent Replacement Credit Facility is subject only to the satisfaction or waiver of the conditions specifically described in this Section 6.13(b).

Pre-Closing BHC Act Preparation.  Prior to the Closing, the Company shall reasonably cooperate with Parent (including providing Parent such information as may be reasonably requested in accordance with Section 6.02) to develop a plan for bringing any assets, investments, commitments, activities or transactions of Company or its Subsidiaries in compliance with the BHC Act upon and following the Effective Time, including reasonably cooperating with Parent in preparing amendments to the governing documents of any entity that will, from and after the Effective Time, be controlled or be deemed to be controlled, directly or indirectly, by Parent within the meaning of the BHC Act (as reasonably determined by Parent in its discretion) to include provisions relating to the compliance, reporting and other regulatory obligations that would be applicable to such entities as a result of being so controlled or deemed to be controlled, directly or indirectly, by Parent; provided, that the Company shall not be required to commence any implementation of such plan (including not being required to adopt any such amendments) prior to the Effective Time.

Conditions to the Obligations of Each Party to Effect the Merger.  The respective obligations of each party hereto to effect the Merger are subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:

The Stockholder Approval shall have been obtained.

Any waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

(i) No applicable Law shall be in effect in any of the jurisdictions set forth in Section 7.01(c) of the Company Letter that enjoins, prevents, prohibits or otherwise makes illegal the consummation of the Merger and (ii) no Order shall be in effect in any of the jurisdictions set forth in Section 7.01(c) of the Company Letter that enjoins, prevents, prohibits or otherwise makes illegal the consummation of the Merger.

Conditions to the Obligations of Parent and Sub to Effect the Merger.  The respective obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:

The representations and warranties of the Company:

Conditions to the Obligations of the Company to Effect the Merger.  The obligation of the Company to effect the Merger is further subject to the satisfaction or waiver (to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:

The representations and warranties of Parent and Sub set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “material,” “materiality,” “Parent Material Adverse Effect” and words of similar import set forth therein) as of date of this Agreement and as of the Closing Date with the same effect as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Parent and Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date.

The Company shall have received a certificate signed on behalf of Parent by an officer of Parent, certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

The approvals listed on Section 7.03(d) of the Company Letter shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired or been terminated.

Frustration of Closing Conditions.  None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 7.01, Section 7.02, or Section 7.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to use reasonable best efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 6.03, or by such party’s breach of any other provision of this Agreement.

Termination.  This Agreement may be terminated, and the Merger contemplated hereby may be abandoned, at any time prior to the Effective Time, whether before or after the Stockholder Approval has been obtained (except as provided herein), upon written notice (other than in the case of Section 8.01(a) below) from the terminating party to the non‑terminating party specifying the subsection of this Section 8.01 pursuant to which such termination is effected:

by mutual written consent of Parent, Sub and the Company;

by either Parent or the Company, if:

by Parent, prior to the receipt of the Stockholder Approval:

by the Company:

Effect of Termination.  In the event of termination of this Agreement by either the Company or Parent as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Parent, Sub or the Company, other than the last sentence of Section 6.02(a), Section 6.08, this Section 8.02 and Article IX and except for any fraud or Willful Breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement (which fraud or Willful Breach and liability therefor shall not be affected by termination of this Agreement or any payment of the Company Termination Fee pursuant to Section 6.08(b) or the Parent Termination Fee Pursuant to Section 6.08(c)).

Amendment.  This Agreement may be amended by the parties hereto at any time, whether before or after the Stockholder Approval has been obtained; provided, that after the Stockholder Approval has been obtained, there shall be made no amendment that by Law requires further approval by Company Stockholders without the further approval of such stockholders.  This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Extension; Waiver.  At any time prior to the Effective Time, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties to this Agreement, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive compliance with any of the agreements or conditions contained herein; provided, that after the Stockholder Approval has been obtained, there shall be made no waiver that by Law requires further approval by the Company Stockholders without the further approval of such stockholders.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party which specifically sets forth the terms of such extension or waiver.  The failure or delay by any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights nor shall any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement.

Nonsurvival of Representations and Warranties.  None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time.  This Section 9.01 shall not limit any covenant or agreement of the parties to this Agreement which by its terms contemplates performance after the Effective Time.

Notices.  All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by email or sent, postage prepaid, by registered, certified or express mail or reputable overnight courier service and shall be deemed given when so delivered by hand or, if mailed, three (3) days after mailing (one (1) Business Day in the case of express mail or overnight courier service) or, if emailed, on the date transmitted (provided no “bounce back” or similar message of non-delivery is received with respect thereto), as follows (or at such other address for a party as shall be specified by notice given in accordance with this Section 9.02):

Mizuho Americas LLC

1271 Avenue of the Americas

New York, NY 10020

Email:

***@***

Attention:

Richard Skoller, Chief Legal Officer

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Email:

***@***

***@***

Attention:

Scott A. Barshay

Laura C. Turano

if to the Company, to:

Greenhill & Co., Inc.

1271 Avenue of the Americas

New York, NY 10020

Email:

***@***

Attention:

Gitanjali Pinto Faleiro, General Counsel & Corporate Secretary

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Email:

***@***

***@***

Attention:

Edward D. Herlihy

Definitions.  For purposes of this Agreement:

“affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such first person.  For purposes of this definition, “control” (including, with correlative meanings, “controlled by”, “controlling” and “under common control with”) means (i) possession, direct or indirect, of the power to direct or cause direction of the management or policies of a person (whether through ownership of securities or other ownership interests, by contract or otherwise), or (ii) beneficial ownership of fifty percent (50%) or more (or the maximum ownership interest permitted by applicable Law giving control) of the voting securities or other ownership or general partnership interest (whether directly or indirectly) or other comparable equity interests in a person;

“Antitrust Laws” means the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, Council Regulation 139/2004 of the European Union and all other national, federal or state, domestic or foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, affecting competition or market conditions through merger, acquisition or other transaction or effectuating foreign investment, in any case that are applicable to the Merger;

“Benefit Plan” means any employment, individual independent contractor, bonus, pension, profit sharing, deferred compensation, incentive compensation, equity or equity-based compensation, performance, retirement, thrift, savings, cafeteria, paid time off, perquisite, fringe benefit, vacation, unemployment, severance, change in control, termination, retention, disability, death benefit, hospitalization, medical or other welfare benefit or other similar plan, program, policy, agreement, arrangement or understanding (whether oral or written, formal or informal, funded or unfunded and whether or not legally binding or subject to the Laws of the United States), sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to by the Company or any of its Subsidiaries, in each case, providing compensation or benefits to any Company Personnel, including the Company Stock Plans, or to which the Company or any of its Subsidiaries is a party, but excluding (i) any plan or program maintained by, or required to be established by, a Governmental Entity to which the Company or any of its Subsidiaries contribute pursuant to applicable Laws and (ii) any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA;

“BHC Act” means the Bank Holding Company Act of 1956, as amended, and the applicable implementing rules, regulations and interpretations of the Board of Governors of the Federal Reserve System promulgated thereunder;

“Broker-Dealer” means a “broker” or “dealer” (as defined in Sections 3(a)(4) and 3(a)(5) of the Exchange Act);

“Brokerage Services” means brokerage, broker-dealer transaction processing, dealer, distributorship, custodial, and related services, or any other services that involve acting as a Broker-Dealer, and performing ancillary services and activities related or incidental thereto;

“Commonly Controlled Entity” means any person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code;

“Company Broker-Dealer” means Greenhill & Co., LLC;

“Company Credit Agreement” means the Credit Agreement, dated as of October 12, 2017, among the Company, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, as amended by Amendment No. 1 thereto, dated as of April 12, 2019 and as may be further amended, modified, supplemented, amended and restated, replaced or refinanced;

“Company Intellectual Property” means all Intellectual Property used in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted;

“Company Personnel” means any current or former director, officer, employee, contractor (who is a natural person) or consultant (who is a natural person) of the Company or any of its Subsidiaries;

“Company Representatives” means, collectively, each director, officer, employee, investment banker, attorney, accountant or other advisor or representative of the Company;

“Consent” means any consent, approval, waiver, license, permit, variance, exemption, franchise, clearance, authorization, acknowledgment, Order or other confirmation;

“COVID-19 Measures” shall mean any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law or Order by any Governmental Entity in connection with or in response to COVID-19;

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended;

“Exchange Act” means the Securities Exchange Act of 1934;

“FFCRA” means the Families First Coronavirus Response Act (as the same may be amended or modified);

“Filing” means any registration, petition, statement, application, schedule, form, declaration, notice, notification, report, submission or other filing;

“FINRA” means the Financial Industry Regulatory Authority, Inc.;

“FINRA Application” means an application pursuant to FINRA Rule 1017 seeking FINRA’s approval of the change of ownership or control of a FINRA member Broker-Dealer;

“Governmental Entity” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency, bureau, office, board, instrumentality, commission or official, including any political subdivision thereof, or any non-governmental self-regulatory agency, commission or authority, including FINRA or any other applicable Self-Regulatory Organization, and any individual, body or entity exercising or having the authority to exercise under the applicable Laws thereof any executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any taxing authority, board of trade, federal revenue offices, securities exchange commission, stock exchange, and any court, arbitrator or arbitration panel with proper authority and jurisdiction under such applicable Laws;

“Indebtedness” means any (i) indebtedness for borrowed money, (ii) indebtedness evidenced by any bond, debenture, note, mortgage, indenture or other debt instrument or debt security, (iii) amounts owing as deferred purchase price for the purchase of any property, (iv) capital lease obligations, (v) net cash payment obligations arising out of interest rate and currency swap arrangements, which amounts would be payable upon the termination thereof if terminated as of the time of determination, (vi) liabilities under sale and leaseback transactions, agreements to repurchase securities sold and other similar financing transactions, (vii) obligations under any performance bond, letter of credit, acceptance credit, bankers’ acceptances or similar facilities, in each case, solely to the extent drawn and not reimbursed, or (viii) guarantees with respect to any indebtedness or obligation of a type described in clauses (i) through (vii) above of any other person (other than, in the case of clauses (i), (ii) and (iii), accounts payable to trade creditors and accrued expenses, in each case arising in the ordinary course of business);

“Intellectual Property” means all intellectual property or proprietary rights of any kind or nature arising anywhere in the world, whether registered or unregistered, including in or with respect to any of the following: (i) patents, patent applications and registrations, design patents, community designs and all other supra-national or national design rights, whether registered or unregistered, and other patent rights, including all divisions, continuations, continuations-in-part, renewals, reissues, extensions, certificates of reexamination, utility models and supplementary protection certificates; (ii) trademarks, service marks, brand names, certification marks, collective marks, logos, symbols, trade dress, assumed names, company names, fictitious names, trade names, and other indicia of origin, together with all goodwill associated therewith and symbolized thereby; (iii) trade secrets, proprietary or confidential information and know-how, including unpatented inventions, processes, procedures, techniques, schematics, algorithms, methods, formulae, drawings, blueprints, data, databases, data sets, compilations, prototypes, models (including data models), and designs, in each case, that derive independent economic value, actual or potential, from not being generally known, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use (collectively, “Trade Secrets”); (iv) copyrights and published and unpublished works of authorship; (v) rights in software; (vi) domain names; and (vii) any registrations, issuances, applications, renewals, extensions, restorations and reversions of any of the foregoing;

“knowledge” means, with respect to the Company, the actual knowledge of any of the persons identified in Section 9.03(aa) of the Company Letter;

“Law” means any U.S., non-U.S. or transnational federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, Order, directive or other similar legislation or requirement enacted, adopted, promulgated or applied by a Governmental Entity or Self-Regulatory Organization;

“Lien” means, any pledges, claims, liens, charges, options, security interests or similar encumbrances of any kind or nature whatsoever, provided, that for the avoidance of doubt, licenses, covenants not to assert and similar rights granted with respect to Intellectual Property will not be considered “Liens”;

“Material Adverse Effect” means any state of facts, change, development, event, effect, condition, or occurrence (each, an “Effect”) that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, that, in no event shall any of the following Effects, alone or in combination, be deemed to constitute, or be taken into account, in determining whether there has been, or would be, a Material Adverse Effect: (A) general economic, market or political conditions affecting the United States economy, or any other national or regional economy, the global economy generally, or the industry in which the Company operates (including any such conditions arising out of COVID-19 or COVID-19 Measures); (B) any change in GAAP, other applicable accounting regulations or principles or interpretations thereof, Law, legislative or political conditions or policy or practices of any Governmental Entity (including COVID-19 Measures); (C) any act of terrorism, war (whether or not declared), national disaster, cyber-attack or any national or international calamity affecting the United States or any other country or region of the world, or the occurrence of any pandemics or disease outbreak (including COVID-19), or the escalation or worsening thereof, or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations thereof following the date of this Agreement; (D) conditions in the financial, credit, banking or securities markets in the United States or any other country or region in the world (including any disruption thereof and any decline in the price of any security or any market index) and including conditions relating to currency exchange or interest rates (including any such conditions arising out of COVID-19 or COVID-19 Measures); (E) conditions impacting the industry in which the Company operates, including merger and acquisition activity levels in the United States or any other country or region in the world, (F) any failure to meet internal or published projections, forecasts or revenue or earnings predictions for any period (provided, that the underlying causes of such failures may constitute or be taken into account in determining whether there has been, or would be, a Material Adverse Effect unless otherwise excluded pursuant to any of the other clauses of this definition); (G) any change in the price or trading volume of the Company Common Stock (provided, that the underlying causes of such change may constitute or be taken into account in determining whether there has been, or would be, a Material Adverse Effect unless otherwise excluded pursuant to any of the other clauses of this definition); (H) the negotiation, execution, announcement (including as to the identity of the parties hereto) or pendency of this Agreement, the Merger or the transactions contemplated hereby (including any loss of clients, suppliers, employees or other commercial relationships or any action taken or requirements imposed by any Governmental Entity in connection with the Merger) (provided, that this clause (H) shall not apply with respect to any representation or warranty set forth in Section 3.04 or Section 3.14(f)); (I) any action of the Company or any of its Subsidiaries taken at the direction of Parent or with the prior written consent of Parent (or any action not taken as a result of a failure of Parent to consent to an action otherwise requiring Parent’s consent hereunder); (J) any matter disclosed in the Company Letter or in any other information made available to Parent; (K) any Transaction Litigation; or (L) the failure to obtain any Requisite Regulatory Approval; provided, that with respect to clauses (B) and (C), such state of facts, change, development, event, effect, condition or occurrence shall be taken into account in determining whether a Material Adverse Effect has occurred if and only to the extent it materially disproportionately adversely affects the Company and its Subsidiaries, taken as a whole, as compared with other companies operating in the industries in which the Company and its Subsidiaries operate;

“Order” means, with respect to any person, any order, injunction, judgment, decision, determination, award, writ, ruling, stipulation, assessment or decree or other similar requirement of, or entered, enacted, adopted, promulgated or applied by, with or under the supervision of, a Governmental Entity or arbitrator (in each case, whether temporary, preliminary or permanent);

“Owned Intellectual Property” means all Intellectual Property owned (or purported to be owned, including as set forth on Section 3.17(a) of the Company Letter), whether solely or jointly, by the Company or any of its Subsidiaries;

“Parent Material Adverse Effect” means any Effect that, individually or in the aggregate with one or more other Effects, would or would reasonably be expected to prevent, materially impede or materially delay the Closing or the ability of Sub or Parent to perform their respective obligations under this Agreement or consummate the Merger or the other transactions contemplated by this Agreement on a timely basis and in any event on or before the Termination Date;

“person” means any natural person, Governmental Entity, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein;

“Personal Data” means any information that identifies or reasonably could be used to identify any individual or household, and any information protected as “personally identifiable information,” “personal information,” “personal data,” “protected health information” or a similar classification under the Privacy Laws;

“Regulatory Agencies” means (a) any U.S. federal, state or local regulatory authority, (b) any non-U.S. regulatory authority and (d) any Self-Regulatory Organization;

“Self-Regulatory Organization” means a self-regulatory organization, including any “self-regulatory organization” as such term is defined in Section 3(a)(26) of the Exchange Act and any other U.S. or non-U.S. securities exchange, futures exchange, futures association, commodities exchange, clearinghouse or clearing organization;

a “Subsidiary” of any person means any other person (i) 50% or more of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority of such other person are, now or hereafter, owned or controlled, directly or indirectly, by such first person, but such other person shall be deemed to be a Subsidiary only so long as such ownership or control exists, or (ii) which does not have outstanding shares or securities with such right to vote, as may be the case in a partnership, joint venture or unincorporated association, but 50% or more of whose ownership interest representing the right to make the decisions for such other person is, now or hereafter, owned or controlled, directly or indirectly, by such first person, but such other person shall be deemed to be a Subsidiary only so long as such ownership or control exists; and

“Willful Breach” means, with respect to any representation, warranty, agreement or covenant in this Agreement, an act or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material breach of such representation, warranty, agreement or covenant (including a failure to cure the resulting circumstances of such breach).

Exhibits; Interpretation.  The headings contained in this Agreement or in any Exhibit hereto and in the Table of Contents to this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.  Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement.  When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement unless otherwise indicated.  Any disclosure contained in any section or subsection of the Company Letter shall be deemed to qualify and be disclosed with respect to any other Section or subsection of this Agreement to the extent that it is reasonably apparent from the face of such disclosure that such disclosure is relevant to such other Section or subsection of this Agreement.  For all purposes hereof, the terms “include,” “includes” and “including” shall be deemed followed by the words “without limitation.”  The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless the context otherwise requires, the terms “neither,” “nor,” “any,” “either” and “or” are not exclusive.  The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if.”  References to “days” shall mean “calendar days” unless expressly stated otherwise.  References to “from” or “through” any date mean, unless otherwise specified, from and including or through and including such date, respectively.  No summary of this Agreement or any Exhibit, Schedule or other document delivered herewith prepared by or on behalf of any party shall affect the meaning or interpretation of this Agreement or such Exhibit or Schedule.  Any reference in this Agreement to a date or time shall be deemed to be such date or time in the City of New York, New York, U.S.A., unless otherwise specified.  Except as otherwise provided, any information “made available” to Parent by the Company or its Subsidiaries shall include (i) the Company SEC Documents, (ii) the contents of that certain virtual data room that Parent and Parent’s representatives have been granted access to (and continue to have access to) on the day that is one (1) day prior to the date of this Agreement and (iii) information otherwise provided in writing (including electronically) to Parent or its affiliates at least one (1) day before the date of this Agreement.  Any Contract, instrument or Law defined or referred to herein means such Contract, instrument or Law as from time to time amended, modified or supplemented (provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to (x) any statute shall be deemed to refer to such statute, as amended, and (y) any rules or regulations promulgated thereunder, in each case, as of such date and (z) such deemed inclusion shall not apply with respect to any reference to a Contract in the Company Letter or the Parent Letter, as applicable).  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms, and words denoting any gender include all genders.  Where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning.  References to a person are also to its permitted successors and assigns.

Counterparts.  This Agreement may be executed in one or more counterparts (including by .pdf, .tif, .gif, .jpg or similar attachment to email (any such delivery, an “Electronic Delivery”)), all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each of the parties hereto and delivered to the other parties.  No party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

Entire Agreement; No Third-Party Beneficiaries.  This Agreement (a) together with any Exhibit hereto, the Company Letter, the Parent Letter, and the Voting Agreement and the exhibits, schedules and annexes thereto, constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, and (b) except for (i) the right of the Company’s stockholders to receive the Merger Consideration pursuant to Article II following the Effective Time in accordance with the terms of this Agreement, (ii) the right of the holders of RSUs, PSUs or Deferred Cash Awards to receive the consideration set forth in Section 6.06 and (iii) the provisions of Section 6.07, is not intended to confer upon any person other than the parties hereto (and their respective successors and assigns) any rights (legal, equitable or otherwise) or remedies, whether as third‑party beneficiaries or otherwise.

Governing Law.  This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties hereto without the prior written consent of the other parties.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective successors and assigns.

Consent to Jurisdiction; Service of Process; Venue.  Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County) and any appellate court from any of such courts (the “Chosen Courts”), for the purposes of any suit, action or other Legal Proceeding arising out of this Agreement, the Merger or any other transaction contemplated by this Agreement (and agrees that no such action, suit or other Legal Proceeding relating to this Agreement shall be brought by it or any of its Subsidiaries except in such courts).  Each of the parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or document by U.S. registered mail to such person’s respective address set forth above shall be effective service of process for any action, suit or other Legal Proceeding in the Chosen Courts with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence.  Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim), any objection to the laying of venue of any action, suit or other Legal Proceeding arising out of this Agreement, the Merger or any of the other transactions contemplated by this Agreement in the Chosen Courts, or that any such action, suit or other Legal Proceeding brought in any such court has been brought in an inconvenient forum.

WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.10.

Enforcement.  The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Chosen Courts, this being in addition to any other remedy to which they are entitled at Law or in equity.  The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.  In the event any party hereto brings any action, claim, complaint, suit, action or other proceeding to enforce specifically the performance of the terms and provisions of this Agreement prior to the Closing, the Termination Date shall automatically be extended by (i) the amount of time during which such action, claim, complaint, suit, action or other proceeding is pending, plus twenty (20) Business Days, or (ii) such other time period established by the court presiding over such action, claim, complaint, suit, action or other proceeding.

Consents and Approvals.  For any matter under this Agreement requiring the consent or approval of any party to be valid and binding on the parties hereto, such consent or approval must be in writing and executed and delivered to the other parties by a person duly authorized by such party to do so.

Severability.  If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer to the fullest extent permitted by the DGCL.

Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law.

The right to indemnification conferred in this ARTICLE SEVENTH shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Delaware law.  The right to indemnification conferred in this ARTICLE SEVENTH shall be a contract right.

No amendment, modification or repeal of this provision, nor, to the fullest extent permitted by Delaware law, any modification of law, shall adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

The Corporation may, by action of its board of directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the board of directors shall determine to be appropriate and authorized by Delaware law.

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under Delaware law.

The rights and authority conferred in this ARTICLE SEVENTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

Section 10.01

Annual Meeting.

Section 10.02

Special Meetings.

Section 10.03

Notice of Meetings.

Section 10.04

Quorum.

Section 10.05

Organization.

Section 10.06

Conduct of Business.

Section 10.07

Proxies and Voting.

Section 10.08

Stock List.

Section 10.09

Consent of Stockholders in Lieu of Meeting.

Section 11.01

General Powers.

Section 11.02

Number and Term of Office.

Section 11.03

Vacancies.

Section 11.04

Regular Meetings.

Section 11.05

Special Meetings.

Section 11.06

Quorum.

Section 11.07

Participation in Meetings By Conference Telephone.

Section 11.08

Conduct of Business.

Section 11.09

Compensation of Directors.

Section 11.10

Action Without Meeting.

Section 11.11

Resignation.

Section 11.12

Removal.

Section 12.01

Committees of the Board of Directors.

Section 12.02

Conduct of Business.

Section 13.01

Generally.

Section 13.02

President.

Section 13.03

Vice President.

Section 13.04

Treasurer.

Section 13.05

Secretary.

Section 13.06

Delegation of Authority.

Section 13.07

Removal.

Section 13.08

Action with Respect to Securities of Other Entities.

Section 14.01

Certificates of Stock.

Section 14.02

Transfers of Stock.

Section 14.03

Record Date.

Section 14.04

Lost, Stolen or Destroyed Certificates.

Section 14.05

Regulations.

Section 15.01

Notices.

Section 15.02

Waivers.

Section 16.01

Facsimile Signatures.

Section 16.02

Books and Records.

Section 16.03

Corporate Seal.

Section 16.04

Reliance upon Books, Reports and Records.

Section 16.05

Fiscal Year.

Section 16.06

Checks, Notes, Drafts, Etc..

Section 16.07          Dividends.

Section 16.08

Time Periods.

Section 16.09

Conflict with Applicable Law or Certificate of Incorporation.

Section 17.01

Right to Indemnification.

Section 17.02

Right to Advancement of Expenses.

Section 17.03

Right of Indemnitee to Bring Suit.

Section 17.04

Non-Exclusivity of Rights.

Section 17.05

Insurance.

Section 17.06

Indemnification of Agents of the Corporation.

Section 17.07

Nature of Rights.

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