Extract to table

It is against this factual backdrop that Halcyon's RoR Letter must be evaluated

Section 7(b) Expense Reimbursement Is Halcyon's Sole Monetary Remedy Section 7(b) of the PPA provides, in relevant part: "Upon termination of the Transaction by the Issuer or the Company for any reason prior to the Closing Date, the Company shall reimburse the Initial Purchaser for its reasonable, documented out-of-pocket expenses incurred in connection with the Offering, including without limitation fees and disbursements of counsel to the Initial Purchaser, travel expenses, and other customary transaction-related expenses; provided that such expenses shall not exceed such amounts as are reasonable under the circumstances

Section 3(a) of the PPA states clearly that the underwriting discount shall be "payable to the Initial Purchaser out of the proceeds of the sale of the Notes at the Closing

Nothing in Sections 8(a)(iv) or 8(a)(vi) provides that the non-invoking party shall be liable for damages, lost profits, or any other compensation to the invoking party beyond the expense reimbursement already provided for in Section 7(b)

2d 257, 261 (1986) (holding that damages must be capable of proof with reasonable certainty and may not be speculative or contingent)

SBF reserves the right to assert these and any other counterclaims at the appropriate time and in the appropriate forum, and nothing in this letter shall be construed as a limitation on SBF's right to do so