A Cancellation Fee of USD 500,000 (United States Dollars Five Hundred Thousand) will be payable to the Advisor in the event that the Company, having satisfactorily agreed with the offered price and the terms and conditions of the Transaction, decides, notwithstanding the foregoing, not to proceed with the Transaction, provided that the Advisor has notified the Investor in writing to arrange whatever is necessary to proceed with the closing of the Transaction. If the deal stopped for that reason, the parties have no control, such as the random nature of the policy will not charge cancellation fee.