Extract to table

• Company Termination Fee: Pennfield is required to pay a termination fee of 3

• Reverse Termination Fee (Buyer): HPE Fund IV is required to pay a reverse termination fee of 6

Covenant compliance risk must be addressed through other mechanisms

C&H notes that the alignment between the Seller's disclosure schedules and the policy exclusions must be carefully reviewed upon execution of the Merger Agreement, and this is identified as an open item in Section VIII below

The policy must also cover the unaudited interim financial statements for the most recently completed fiscal quarter