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Thursday, 12/22/2016 1:53:59 PM

Thursday, December 22, 2016 1:53:59 PM

Post# of 264
Posted on another site from the 8-K:

The Merger Agreement contains termination rights for the Company and Parent, including if the Merger is not consummated before June 21, 2017, subject to
a three month extension if necessary to obtain certain regulatory approvals. Upon termination of the Merger Agreement under specified circumstances,
including termination including in connection with the Company’s entry into a definitive agreement providing for the consummation of a superior
alternative acquisition proposal as permitted under the Merger Agreement, the Company will be required to pay Parent a termination fee of $46.7 million.

The Merger Agreement also provides that, upon termination of the Merger Agreement under specified circumstances, Parent will be required to pay the
Company a termination fee of $46.7 million.