|
In the event of termination
of the Merger Agreement, Camber is required, under certain circumstances described below, to return a portion of the Elysium interests
to Viking:
| Reason for Termination |
|
Percentage of Elysium
Retained by Camber
|
|
| Termination of the Merger Agreement by mutual agreement of the parties because the conditions to closing the Merger relating to the receipt of exchange listing and regulatory approvals and the Registration Statement on Form S-4, being declared effective, have a reasonable likelihood of not being satisfied through no fault of Camber or Viking |
|
|
20 |
%* |
| Termination of the Merger Agreement due to either (i) Camber’s determination not to proceed with the Merger even though Viking has substantially performed its obligations pursuant to the Merger Agreement (except as discussed below), or (ii) a matter raised in Camber’s Merger Agreement disclosure schedule which was (A) not disclosed by Camber in its SEC reports, (B) could reasonably result in a material adverse effect on Camber in excess of $500,000, and (c) which Viking objected to within 5 business days of disclosure by Camber to Viking |
|
|
0 |
%* |
| Termination of the Merger Agreement due to the failure of Camber’s shareholders to approve the terms of the Merger |
|
|
15 |
%* |
| Termination of the Merger Agreement by either party due to any other reason not set forth above through no fault of Camber |
|
|
25 |
%* |
| In the event the Secured Notes are not repaid within 90 days of the date of termination and the Additional Payment (defined above) is not made |
|
|
30 |
% |
*Assumes
the payment of Secured Notes (defined below) within 90 days of the date of termination of the Merger Agreement and the Additional
Payment (defined below) is made.
|