Extract to table

1 above, upon the successful closing of the Transaction (as evidenced by the satisfaction or waiver of all conditions to closing and the consummation of the transactions contemplated by the definitive acquisition agreement), HPE Fund IV shall pay Calderwood & Harkness a success fee (the "Success Fee") in the amount of $1,250,000 (one million two hundred fifty thousand dollars)

The Success Fee shall be earned and payable upon the closing of the Transaction and shall be invoiced separately from the Firm's regular monthly invoices

Payment of the Success Fee shall be due within thirty (30) days of the closing date

If the Transaction does not close for any reason — whether as a result of a failure to agree on definitive documentation, a failure of conditions to closing, regulatory disapproval, termination of the definitive acquisition agreement, or otherwise — the Success Fee shall not be payable

3 Expenses and Disbursements The Client shall reimburse the Firm for all reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement

Aggregate expenses and disbursements shall not exceed $250,000 (two hundred fifty thousand dollars) (the "Expense Cap") without the prior written approval of the Client