Common use of 1Termination Clause in Contracts

1Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time of the Merger: (a) By the mutual consent in writing of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇; or (b) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares if the Merger shall not have occurred on or prior to July 31, 2026, provided that the failure to consummate the Merger on or before such date is not caused by any breach of any of the representations, warranties, covenants or other agreements contained herein by the Party electing to terminate pursuant to this Section 10.1(b); (c) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) in the event of material breach by the other party of any of its representations, warranties, covenants or other agreement contained in this Agreement to be performed by them prior to the Effective Time of the Merger, which breach, either individually or combined with all other breaches by the other party, would, if occurring or continuing on the Closing Date, constitute a failure of a condition to any of the terminating party’s conditions to closing set forth in Articles 7, 8 or 9, as applicable, and which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching Party thereof; or (d) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares, if the shareholders of Bankshares fail to approve the transaction contemplated by this Agreement at the Bankshares Stockholders’ meeting called for that purpose; provided, however, that no termination right shall exist for Bankshares hereunder if, prior to such shareholder vote, the Board of Directors of Bankshares shall have made a Change in Recommendation; or (e) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares in the event (i) any Consent of any Regulatory Authority required for consummation of the Merger and the other transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal, (ii) the shareholders of Bankshares fail to approve this Agreement and the Merger and the transactions contemplated hereby as required by applicable law at Bankshares’s shareholders’ meeting where the transactions were presented to such shareholders for approval and voted upon, or (iii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (f) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) upon delivery of not less than ten (10 days) prior written notice of termination at the time that the terminating party has determined in good faith that any of the conditions precedent to its obligations to consummate the Merger (other than ​ ​ ​ ​ ​ as contemplated by Section 10.1(e) of this Agreement) cannot be satisfied or fulfilled by the date specified in Section 10.1(b) of this Agreement; or (g) By the Board of Directors of Norwood, (A) if ▇▇▇▇▇▇▇▇▇▇ fails to hold its shareholder meeting to vote on this Agreement within the time frame set forth in Section 5.5 hereof, or (B) if Bankshares’s Board of Directors either (i) fails to recommend that the shareholders of Bankshares vote in favor of the adoption of this Agreement, or (ii) makes a Change in Recommendation; or (h) By the Board of Directors of Bankshares prior to obtaining shareholder approval of the Merger, in the event that, after it has received a Superior Proposal in compliance with Section 5.6 hereof and otherwise complied with its obligations under Section 5.6, the Board makes the determination in good faith based on the advice of legal counsel that failure to pursue such Superior Proposal is reasonably likely to cause the directors of Bankshares to breach their fiduciary duties under applicable law, and, provided that Bankshares is not in breach of the provisions of this Agreement, including, but not limited to Section 5.6 hereof; provided, however, that this Agreement may be terminated by Bankshares pursuant to this Section 10.1(h) only after the fifth calendar day following ▇▇▇▇▇▇▇’▇ receipt of written notice from Bankshares advising ▇▇▇▇▇▇▇ that Bankshares is prepared to enter into an acquisition agreement with respect to such Superior Proposal, and only if, (i) during such five-calendar day period, Bankshares has caused its financial and legal advisors to negotiate with Norwood in good faith to make such adjustments in the terms and conditions of this Agreement such that such Superior Proposal would no longer constitute a Superior Proposal and (ii) Bankshares’s Board of Directors has considered such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, after consultation with and considering the written advice of outside legal and financial advisors that such Superior Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by ▇▇▇▇▇▇▇, and (iii) Bankshares has paid the Termination Fee set forth in Section 10.2. (i) By the Board of Directors of Bankshares, at any time during the five-day period commencing on the Determination Date, such termination to be effective on the 10th day following such Determination Date, if and only if both of the following conditions are satisfied: (1) the ▇▇▇▇▇▇▇ Market Value on the Determination Date is less than 80% of the Initial ▇▇▇▇▇▇▇ Market Value; and (2) the number obtained by dividing the ▇▇▇▇▇▇▇ Market Value on the Determination Date by the Initial ▇▇▇▇▇▇▇ Market Value shall be less than the number obtained by dividing (x) the Final Index Price by (y) the Initial Index Price minus 0.20; ​ provided that such notice of election to terminate may be withdrawn at any time within the aforementioned notice period. The right to termination pursuant to this Section 10.1(i) shall be subject, however, to the following three sentences. If Bankshares elects to exercise its termination right pursuant to this Section 10.1(i), it shall give prompt written notice thereof to Norwood. During the five day period commencing with its receipt of such notice, ▇▇▇▇▇▇▇ shall ​ ​ ​ ​ ​ have the option, at its sole discretion, of paying additional Merger Consideration by increasing the Stock Consideration to equal the lesser of: (A) the quotient, the numerator of which is equal to the product of the Initial ▇▇▇▇▇▇▇ Market Value, the Stock Consideration (as then in effect), and the Index Ratio minus 0.20, and the denominator of which is the ▇▇▇▇▇▇▇ Market Value on the Determination Date or (B) the quotient determined by dividing the Initial ▇▇▇▇▇▇▇ Market Value by the ▇▇▇▇▇▇▇ Market Value on the Determination Date and multiplying the quotient by the product of the Stock Consideration (as then in effect) and 0.80. If within such five business day period, ▇▇▇▇▇▇▇ delivers written notice to Bankshares that it intends to proceed with the Merger by paying such additional consideration as contemplated by the preceding sentence, then no termination shall have occurred pursuant to this Section 10.1(i), and this Agreement shall remain in full force and effect in accordance with its terms (except that the Stock Consideration shall have been so modified). For purposes of this Section 10.1(i) only, the following terms shall have the meanings indicated below:

1Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time Date, whether before or after approval of the Merger:Merger by the shareholders of Susquehanna: ​ (a) By At any time by the mutual consent in writing written agreement of ▇▇▇▇▇▇▇ C&N and ▇▇▇▇▇▇▇▇▇▇; or▇; (b) By the Board of Directors of ▇▇▇▇▇▇▇ either C&N or Bankshares if the Merger shall not have occurred on or prior to July 31Susquehanna (provided, 2026, provided that the failure to consummate the Merger on or before such date is not caused by any breach of any of the representations, warranties, covenants or other agreements contained herein by the Party electing to terminate pursuant to this Section 10.1(b); (c) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares (provided that the terminating Party is not then in material breach of any representation, warranty, covenant covenant, or other agreement contained in this Agreement) in the event of if there shall have been a material breach by the other party of any of its representations, warrantiesthe obligations, covenants or other agreement contained agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of Susquehanna, in the case of a termination by C&N, or C&N, in the case of a termination by Susquehanna, which breach or failure to be performed by them prior to the Effective Time of the Merger, which breachtrue, either individually or combined in the aggregate with all other breaches by the other partysuch Party (or failures of such representations or warranties to be true), wouldwould constitute, if occurring or continuing on the Closing Date, constitute a the failure of a condition to any of the terminating party’s conditions to closing set forth in Articles 7Section 8.2 in the case of a termination by C&N, 8 or 9Section 8.3, as applicablein the case of termination by Susquehanna, and which canis not be or has not been cured within thirty (30) days after the giving of following written notice to the breaching Party thereof; or (d) By the Board of Directors of ▇▇▇▇▇▇▇ ▇▇▇▇▇, in the case of a termination by C&N, or BanksharesC&N, in the case of a termination by Susquehanna, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); or (c) By either of the Parties hereto if the Closing shall not have occurred by the Termination Date, or such later date as shall have been agreed to in writing by C&N and Susquehanna; provided, that no Party may terminate this Agreement pursuant to this Section 12.1(c) if the failure of the Closing to have occurred on or before said date was due to such Party’s breach of any representation, warranty, covenant or other agreement contained in this Agreement; (d) By either of the Parties hereto if the shareholders of Bankshares Susquehanna fail to approve the transaction transactions contemplated by this Agreement at the Bankshares StockholdersSusquehanna Shareholders’ meeting Meeting called for that purpose; provided, however, that no termination right shall exist for Bankshares Susquehanna hereunder if, prior to such shareholder vote, the Board of Directors of Bankshares Susquehanna shall have withdrawn, modified or changed the Susquehanna Recommendation in a manner adverse to C&N or made a Change any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation; or; (e) By either of the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares in the event Parties hereto if (i) any Consent of any Regulatory Authority required for consummation of the Merger and the other transactions contemplated hereby shall have final action has been denied by final nonappealable action of such authority or if any action taken by such authority a Bank Regulator whose approval is not appealed within the time limit for appeal, (ii) the shareholders of Bankshares fail to approve required in connection with this Agreement and the Merger transactions contemplated hereby, which final action (A) has become non-appealable and (B) does not approve this Agreement or the transactions contemplated hereby as required by applicable law at Bankshares’s shareholders’ meeting where the transactions were presented to such shareholders for approval and voted uponhereby, or (iiiii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; ornon-appealable; (f) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares C&N (provided that the terminating Party is not then i) if Susquehanna has received a Superior Proposal and (ii) in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) upon delivery of not less than ten (10 days) prior written notice of termination at the time that the terminating party has determined in good faith that any of the conditions precedent to its obligations to consummate the Merger (other than ​ ​ ​ ​ ​ as contemplated by accordance with Section 10.1(e) 5.8 of this Agreement, the Board of Directors of Susquehanna (A) cannot be satisfied enters into a letter of intent, an acquisition agreement, or fulfilled by agreement in principal with respect to the date specified Superior Proposal, (B) fails to make the Susquehanna Recommendation or modifies or qualifies the Susquehanna Recommendation in Section 10.1(ba manner adverse to C&N or makes any statement, filing or release, in connection with the Susquehanna Shareholders’ Meeting or otherwise, inconsistent with the Susquehanna Recommendation, or (C) delivers a Final Notice of this Agreement; orSuperior Proposal; (g) By the Board of Directors of NorwoodSusquehanna if Susquehanna has received a Susquehanna Superior Proposal and, (A) if ▇▇▇▇▇▇▇▇▇▇ fails to hold its shareholder meeting to vote on this Agreement within in accordance with Section 5.8, the time frame set forth in Section 5.5 hereof, or (B) if Bankshares’s Board of Directors either (i) fails to recommend that the shareholders of Bankshares vote in favor Susquehanna has delivered a Final Notice of the adoption of this Agreement, or (ii) makes a Change in RecommendationSuperior Proposal; or (h) By the Board of Directors of Bankshares prior to obtaining shareholder approval of the Merger, in the event that, after it has received a Superior Proposal in compliance with Section 5.6 hereof and otherwise complied with its obligations under Section 5.6, the Board makes the determination in good faith based on the advice of legal counsel that failure to pursue such Superior Proposal is reasonably likely to cause the directors of Bankshares to breach their fiduciary duties under applicable law, and, provided that Bankshares is not in breach of the provisions of this Agreement, including, but not limited to Section 5.6 hereof; provided, however, that this Agreement may be terminated by Bankshares pursuant to this Section 10.1(h) only after the fifth calendar day following ▇▇▇▇▇▇▇’▇ receipt of written notice from Bankshares advising ▇▇▇▇▇▇▇ that Bankshares is prepared to enter into an acquisition agreement with respect to such Superior Proposal, and only if, (i) during such five-calendar day period, Bankshares has caused its financial and legal advisors to negotiate with Norwood in good faith to make such adjustments in the terms and conditions of this Agreement such that such Superior Proposal would no longer constitute a Superior Proposal and (ii) Bankshares’s Board of Directors has considered such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, after consultation with and considering the written advice of outside legal and financial advisors that such Superior Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by ▇▇▇▇▇▇▇, and (iii) Bankshares has paid the Termination Fee set forth in Section 10.2. (i) By the Board of Directors of Bankshares, Susquehanna at any time during the fivethree-day period commencing on following the Determination DateDate (as defined below) (the “Notice Period”), such termination to be effective on the 10th day following such Determination Date, if and only if both of the following conditions are satisfied(A) and (B) exist: (1) the ▇▇▇▇▇▇▇ Market Value on the Determination Date is less than 80% of the Initial ▇▇▇▇▇▇▇ Market Value; and (2A) the number obtained by dividing the ▇▇▇▇▇▇▇ Market Value Closing Price by the Starting Price (such number being referred to herein as the “C&N Ratio”) shall be less than 0.80; and B) (i) the C&N Ratio shall be less than (ii) the number obtained by dividing the Index Price on the Determination Date by the Initial ▇▇▇▇▇▇▇ Market Value shall be less than the number obtained by dividing (x) the Final Index Price by on the Starting Date (yas defined below) and subtracting 0.200 from such quotient (such number being referred to herein as the Initial “Index Price minus 0.20Ratio”). If Susquehanna elects to exercise its termination right pursuant to this Section 12.1(h), it shall give prompt (but in any case on or before the end of business on the last day in the Notice Period) written notice to C&N; ​ provided that such notice of election to terminate may be withdrawn at any time within the aforementioned notice three-day period. The right For a period of five (5) Business Days after receipt of such notice, C&N shall have the option of increasing the Conversion Ratio in a manner such, and to termination pursuant to this Section 10.1(ithe extent required, that the condition set forth in either clause (A) or (B) above shall be subjectdeemed not to exist. ​ If C&N makes this election, however, to the following three sentences. If Bankshares elects to exercise its termination right pursuant to this Section 10.1(i)within such period, it shall give prompt written notice thereof to Norwood. During the five day period commencing with its receipt Susquehanna of such notice, ▇▇▇▇▇▇▇ shall ​ ​ ​ ​ ​ have the option, at its sole discretion, of paying additional Merger Consideration by increasing the Stock Consideration to equal the lesser of: (A) the quotient, the numerator of which is equal to the product of the Initial ▇▇▇▇▇▇▇ Market Value, the Stock Consideration (as then in effect), election and the Index Ratio minus 0.20revised Conversion Ratio, and the denominator of which is the ▇▇▇▇▇▇▇ Market Value on the Determination Date or (B) the quotient determined by dividing the Initial ▇▇▇▇▇▇▇ Market Value by the ▇▇▇▇▇▇▇ Market Value on the Determination Date and multiplying the quotient by the product of the Stock Consideration (as then in effect) and 0.80. If within such five business day period, ▇▇▇▇▇▇▇ delivers written notice to Bankshares that it intends to proceed with the Merger by paying such additional consideration as contemplated by the preceding sentence, then whereupon no termination shall have occurred pursuant to this Section 10.1(i), 12.1(h) and this Agreement shall remain in full force and effect in accordance with its terms (except that as the Stock Consideration Conversion Ratio shall have been so modified), and any references in this Agreement to “Conversion Ratio” shall thereafter be deemed to refer to the Conversion Ratio after giving effect to any adjustment made pursuant to this Section 12.1(h). ​ For purposes of this Section 10.1(i) only12.1(h), the following terms shall have the meanings indicated below:indicated: ​

1Termination. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated terminated, and the Merger Transactions abandoned by all the parties to this Agreement, at any time prior to on or before the Effective Time Closing Date, whether or not this Agreement is approved by any lender, third party, or the directors or shareholders of the MergerCompany or any Subsidiary: (a) By a written agreement of Investor and the mutual consent Company; (b) By either Investor or the Company, if the Transactions have not been closed by 11:59 P.M., Tampa, Florida, time, on September 30, 2001, except that a party will not be entitled to terminate this Agreement pursuant to this subsection (b) if that party's inaction or breach of this Agreement has prevented the consummation of the Transactions at or before that time; (c) By Investor, if any representation or warranty of the Company, the Subsidiaries, or the Managing Shareholders in this Agreement is inaccurate in any material respect as of the Execution Date or as of the Closing Date, or if the Company, either of the Subsidiaries, or any of the Managing Shareholders breach in any material respect any obligation that is required by this Agreement to be performed or satisfied by any of them on or before the effective date of the termination and the breach is not cured within ten days after Investor gives them written notice of the breach; (d) By Investor, if any event or circumstance exists or has occurred that makes it impossible to satisfy on the Closing Date any condition precedent to its obligation to close the Transactions that is set forth in section 7.5 and has not been waived in writing by it, or if any condition precedent to its obligation to close the Transactions that is set forth in section 7.5 has not been satisfied or waived by it on or before the Closing Date, but only in each case if Investor has not otherwise breached in any material respect any of ▇▇▇▇▇▇▇ its warranties, obligations, or representations under this Agreement and the inability or failure to satisfy the condition precedent is not attributable to the action or inaction of Investor; (e) By Investor, if it is dissatisfied in any way (in its sole discretion) with its due diligence investigation of the Business, the Company, the Subsidiaries, the management of the Company or either of the Subsidiaries, or any other matter pertaining to the Business, the Company, the Subsidiaries, or the Transaction; (f) By the Company, if any representation or warranty of Investor and ▇▇▇▇▇▇▇▇▇▇; or (b) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares if the Merger shall not have occurred on or prior to July 31, 2026, provided that the failure to consummate the Merger on or before such date is not caused by any breach of any of the representations, warranties, covenants or other agreements contained herein by the Party electing to terminate pursuant to this Section 10.1(b); (c) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) in the event of material breach by the other party of any of its representations, warranties, covenants or other agreement contained in this Agreement to be performed by them prior to the Effective Time is inaccurate in any material respect as of the Merger, which breach, either individually Execution Date or combined with all other breaches by the other party, would, if occurring or continuing on as of the Closing Date, constitute a failure of a condition to any of the terminating party’s conditions to closing set forth in Articles 7, 8 or 9, as applicable, and which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching Party thereof; or (d) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares, if the shareholders of Bankshares fail to approve the transaction contemplated by this Agreement at the Bankshares Stockholders’ meeting called for that purpose; provided, however, that no termination right shall exist for Bankshares hereunder if, prior to such shareholder vote, the Board of Directors of Bankshares shall have made a Change in Recommendation; or (e) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares in the event (i) any Consent of any Regulatory Authority required for consummation of the Merger and the other transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal, (ii) the shareholders of Bankshares fail to approve this Agreement and the Merger and the transactions contemplated hereby as required by applicable law at Bankshares’s shareholders’ meeting where the transactions were presented to such shareholders for approval and voted upon, Investor or (iii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (f) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) upon delivery of not less than ten (10 days) prior written notice of termination at the time that the terminating party has determined in good faith that any of the conditions precedent to its obligations to consummate the Merger (other than ​ ​ ​ ​ ​ as contemplated by Section 10.1(e) of this Agreement) cannot be satisfied or fulfilled by the date specified in Section 10.1(b) of this Agreement; or (g) By the Board of Directors of Norwood, (A) if ▇▇▇▇▇▇▇▇▇▇ fails to hold its shareholder meeting to vote on breaches in any material respect any obligation that is required by this Agreement to be performed or satisfied by it or him on or before the effective date of the termination and the breach is not cured within ten days after the time frame Company gives Investor or ▇▇▇▇▇▇▇▇ notice of the breach; (g) By the Company, if any event or circumstance exists or has occurred that makes it impossible to satisfy on the Closing Date any condition precedent to its obligation to close the Transactions that is set forth in Section 5.5 hereofsection 7.6 and has not been waived by it, or (B) if Bankshares’s Board of Directors either (i) fails any condition precedent to recommend its obligation to close the Transactions that is set forth in section 7.6 has not been satisfied or waived by it on or before the shareholders of Bankshares vote Closing Date, but only in favor each case if none of the adoption of this AgreementCompany, the Subsidiaries, or (ii) makes the Managing Shareholders has not otherwise breached in any material respect any of its respective warranties, obligations, or representations under this Agreement and the inability or failure to satisfy the condition precedent is not attributable to the action or inaction of the Company, a Change in RecommendationSubsidiary, or any of the Managing Shareholders; or (h) By Investor or the Board of Directors of Bankshares prior to obtaining shareholder approval of the MergerCompany, if any governmental authority or state or federal court in the event thatUnited States of America adopts, after it has received enters, or issues a Superior Proposal in compliance with Section 5.6 hereof and otherwise complied with its obligations under Section 5.6final, nonappealable order, or adopts, holds applicable to the Board makes Transactions, or takes any other action that directly or indirectly does the determination in good faith based on the advice of legal counsel that failure to pursue such Superior Proposal is reasonably likely to cause the directors of Bankshares to breach their fiduciary duties under applicable law, and, provided that Bankshares is not in breach of the provisions of this Agreement, including, but not limited to Section 5.6 hereof; provided, however, that this Agreement may be terminated by Bankshares pursuant to this Section 10.1(h) only after the fifth calendar day following ▇▇▇▇▇▇▇’▇ receipt of written notice from Bankshares advising ▇▇▇▇▇▇▇ that Bankshares is prepared to enter into an acquisition agreement with respect to such Superior Proposal, and only if, following: (i) during such five-calendar day perioddeclares the purchase or ownership of the Shares by Investor or its exercise of any rights or privileges attendant to the Shares to be illegal; or (ii) permanently enjoins, Bankshares has caused its financial and legal advisors to negotiate with Norwood in good faith to make such adjustments in restrains, or otherwise prohibits the terms and conditions purchase, ownership, or exercise of attendant rights of the Shares by Investor. Termination of this Agreement such that such Superior Proposal would no longer constitute by any party pursuant to clauses (b) through (g) above will be valid only if a Superior Proposal and (ii) Bankshares’s Board notice of Directors has considered such adjustments in termination signed by or on behalf of the terms and conditions party electing the termination is provided to all the other parties to this Agreement. Termination of this Agreement resulting from such negotiations and has concluded in good faith, after consultation accordance with and considering clause (a) above will be effective as of the date specified in the parties' written advice agreement of outside legal and financial advisors that such Superior Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by ▇▇▇▇▇▇▇, and termination. Termination of this Agreement in accordance with clause (iiih) Bankshares has paid the Termination Fee set forth in Section 10.2. (i) By the Board of Directors of Bankshares, at any time during the five-day period commencing on the Determination Date, such termination to above will be effective on the 10th day following such Determination Date, if and only if both effective date of the following conditions are satisfied: (1) order or other action that makes the ▇▇▇▇▇▇▇ Market Value on the Determination Date is less than 80% Investor's purchase or ownership of the Initial ▇▇▇▇▇▇▇ Market Value; and (2) Shares or his exercise of any rights or privileges attendant to the number obtained by dividing Shares illegal or permanently enjoins, restrains, or prohibits the ▇▇▇▇▇▇▇ Market Value on Investor's purchase or ownership of the Determination Date Shares or his exercise of any rights or privileges attendant to the Shares. Termination of this Agreement pursuant to any other clause above will be effective when the notice of termination is given to the other parties to this Agreement by the Initial ▇▇▇▇▇▇▇ Market Value shall be less than party electing the number obtained by dividing (x) the Final Index Price by (y) the Initial Index Price minus 0.20; ​ provided that such notice of election to terminate may be withdrawn at any time within the aforementioned notice period. The right to termination pursuant to this Section 10.1(i) shall be subject, however, to the following three sentences. If Bankshares elects to exercise its termination right pursuant to this Section 10.1(i), it shall give prompt written notice thereof to Norwood. During the five day period commencing with its receipt of such notice, ▇▇▇▇▇▇▇ shall ​ ​ ​ ​ ​ have the option, at its sole discretion, of paying additional Merger Consideration by increasing the Stock Consideration to equal the lesser of: (A) the quotient, the numerator of which is equal to the product of the Initial ▇▇▇▇▇▇▇ Market Value, the Stock Consideration (as then in effect), and the Index Ratio minus 0.20, and the denominator of which is the ▇▇▇▇▇▇▇ Market Value on the Determination Date or (B) the quotient determined by dividing the Initial ▇▇▇▇▇▇▇ Market Value by the ▇▇▇▇▇▇▇ Market Value on the Determination Date and multiplying the quotient by the product of the Stock Consideration (as then in effect) and 0.80. If within such five business day period, ▇▇▇▇▇▇▇ delivers written notice to Bankshares that it intends to proceed with the Merger by paying such additional consideration as contemplated by the preceding sentence, then no termination shall have occurred pursuant to this Section 10.1(i), and this Agreement shall remain in full force and effect in accordance with its terms (except that the Stock Consideration shall have been so modified). For purposes of this Section 10.1(i) only, the following terms shall have the meanings indicated below:termination.

1Termination. This Agreement may be terminated and the Merger and the Asset Transfers may be abandoned at any time prior to the Effective Time of the Merger:Closing (except as otherwise specified in this Section 9.1): (a) By by mutual written consent of each of Black Creek Holdco and the mutual consent in writing of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇; orSellers; (b) By by either Black Creek Holdco or the Board Sellers, if any Governmental Authority of Directors of ▇▇▇▇▇▇▇ competent jurisdiction shall have issued an Order or Bankshares if taken any other action permanently restraining or otherwise prohibiting the Merger or the Asset Transfers, and such Order or other action shall not have occurred on or prior to July 31, 2026, become final and non-appealable; provided that the failure to consummate the Merger on or before such date is not caused by any breach of any of the representations, warranties, covenants or other agreements contained herein by the Party electing right to terminate pursuant to this Agreement under this Section 10.1(b)9.1(b) shall not be available to a Party if the failure of such Party to comply with any provision of this Agreement shall have been the cause of, or resulted in, the issuance of such final, non-appealable Order or taking of such other action by such Governmental Authority; (c) By the Board of Directors of ▇▇▇▇▇▇▇ by Black Creek Holdco if: (i) USLF, USLV or Bankshares (provided that the terminating Party is not then in material breach of any representationUSLV SubREIT shall have breached, warranty, covenant violated or other agreement contained in this Agreement) in the event of material breach by the other party of failed to perform any of its representations, warranties, covenants or other agreement contained agreements set forth in this Agreement to be performed by them prior to the Effective Time of the MergerAgreement, which breach, violation or failure to perform, either individually or combined with all other breaches in the aggregate, if continuing at the Closing (A) would result in the failure of any of the conditions set forth in Section 8.2(a) or Section 8.2(b) (a “Seller Terminating Breach”), and (B) such Seller Terminating Breach cannot be cured (or, if capable of cure, is not cured), and has not been waived by Black Creek Holdco, by the other party, would, if occurring or continuing on earlier of (1) forty-five (45) days after written notice of such Seller Terminating Breach is delivered by Black Creek Holdco to the Sellers and (2) two (2) Business Days prior to the Closing Date, constitute ; provided that Black Creek Holdco shall not have the right to terminate this Agreement pursuant to this Section 9.1(c) if a failure Black Creek Holdco Terminating Breach shall have occurred and be continuing at the time Black Creek Holdco delivers notice of a condition its election to any of the terminating party’s conditions terminate this Agreement pursuant to closing set forth in Articles 7, 8 or 9, as applicable, and which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching Party thereofthis Section 9.1(c)(i); or (ii) the Sellers are obligated to and fail to consummate the Merger and the Asset Transfers required under the terms of this Agreement (e.g., all of the Sellers’ conditions to Closing set forth in Article 8 have been satisfied or, to the extent permitted by Law, waived (other than conditions that, by their nature, are to be satisfied at the Closing)) and Black Creek Holdco stood ready, willing and able to consummate the Merger and the Asset Transfers at such time; (d) By by the Board Sellers if: (i) Black Creek Holdco shall have breached, violated or failed to perform any of Directors of ▇▇▇▇▇▇▇ its representations, warranties, covenants or Banksharesagreements set forth in this Agreement, which breach, violation or failure to perform, either individually or in the aggregate, if continuing at the shareholders Closing (A) would result in the failure of Bankshares fail any of the conditions set forth in Section 8.3(a) or 8.3(b) (a “Black Creek Holdco Terminating Breach”), and (B) such Black Creek Holdco Terminating Breach cannot be cured (or, if capable of cure, is not cured), and has not been waived by each of the Sellers, by the earlier of (1) forty-five (45) days after written notice of such Black Creek Holdco Terminating Breach is delivered by the Sellers to approve Black Creek Holdco and (2) two (2) Business Days prior to the transaction contemplated by Closing Date; provided that the Sellers shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if a Seller Terminating Breach shall have occurred and be continuing at the Bankshares Stockholders’ meeting called for that purpose; provided, however, that no termination right shall exist for Bankshares hereunder if, prior time the Sellers deliver notice of their election to such shareholder vote, the Board of Directors of Bankshares shall have made a Change in Recommendationterminate this Agreement pursuant to this Section 9.1(d)(i); or (eii) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares in the event (i) any Consent of any Regulatory Authority required for consummation of Black Creek Holdco is obligated to and fails to consummate the Merger and the other transactions contemplated hereby shall Asset Transfers required under the terms of this Agreement (e.g., all of Black Creek Holdco’s conditions to Closing set forth in Article 8 have been denied satisfied or, to the extent permitted by final nonappealable action of such authority or if any action taken Law, waived (other than conditions that, by such authority is not appealed within their nature, are to be satisfied at the time limit for appealClosing)) and the Sellers stood ready, (ii) the shareholders of Bankshares fail willing and able to approve this Agreement and consummate the Merger and the transactions contemplated hereby as required by applicable law Asset Transfers at Bankshares’s shareholders’ meeting where the transactions were presented to such shareholders for approval and voted upon, or (iii) any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (f) By the Board of Directors of ▇▇▇▇▇▇▇ or Bankshares (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement) upon delivery of not less than ten (10 days) prior written notice of termination at the time that the terminating party has determined in good faith that any of the conditions precedent to its obligations to consummate the Merger (other than ​ ​ ​ ​ ​ as contemplated by Section 10.1(e) of this Agreement) cannot be satisfied or fulfilled by the date specified in Section 10.1(b) of this Agreement; or (g) By the Board of Directors of Norwood, (A) if ▇▇▇▇▇▇▇▇▇▇ fails to hold its shareholder meeting to vote on this Agreement within the time frame set forth in Section 5.5 hereof, or (B) if Bankshares’s Board of Directors either (i) fails to recommend that the shareholders of Bankshares vote in favor of the adoption of this Agreement, or (ii) makes a Change in Recommendation; or (h) By the Board of Directors of Bankshares prior to obtaining shareholder approval of the Merger, in the event that, after it has received a Superior Proposal in compliance with Section 5.6 hereof and otherwise complied with its obligations under Section 5.6, the Board makes the determination in good faith based on the advice of legal counsel that failure to pursue such Superior Proposal is reasonably likely to cause the directors of Bankshares to breach their fiduciary duties under applicable law, and, provided that Bankshares is not in breach of the provisions of this Agreement, including, but not limited to Section 5.6 hereof; provided, however, that this Agreement may be terminated by Bankshares pursuant to this Section 10.1(h) only after the fifth calendar day following ▇▇▇▇▇▇▇’▇ receipt of written notice from Bankshares advising ▇▇▇▇▇▇▇ that Bankshares is prepared to enter into an acquisition agreement with respect to such Superior Proposal, and only if, (i) during such five-calendar day period, Bankshares has caused its financial and legal advisors to negotiate with Norwood in good faith to make such adjustments in the terms and conditions of this Agreement such that such Superior Proposal would no longer constitute a Superior Proposal and (ii) Bankshares’s Board of Directors has considered such adjustments in the terms and conditions of this Agreement resulting from such negotiations and has concluded in good faith, after consultation with and considering the written advice of outside legal and financial advisors that such Superior Proposal remains a Superior Proposal even after giving effect to the adjustments proposed by ▇▇▇▇▇▇▇, and (iii) Bankshares has paid the Termination Fee set forth in Section 10.2time. (i) By the Board of Directors of Bankshares, at any time during the five-day period commencing on the Determination Date, such termination to be effective on the 10th day following such Determination Date, if and only if both of the following conditions are satisfied: (1) the ▇▇▇▇▇▇▇ Market Value on the Determination Date is less than 80% of the Initial ▇▇▇▇▇▇▇ Market Value; and (2) the number obtained by dividing the ▇▇▇▇▇▇▇ Market Value on the Determination Date by the Initial ▇▇▇▇▇▇▇ Market Value shall be less than the number obtained by dividing (x) the Final Index Price by (y) the Initial Index Price minus 0.20; ​ provided that such notice of election to terminate may be withdrawn at any time within the aforementioned notice period. The right to termination pursuant to this Section 10.1(i) shall be subject, however, to the following three sentences. If Bankshares elects to exercise its termination right pursuant to this Section 10.1(i), it shall give prompt written notice thereof to Norwood. During the five day period commencing with its receipt of such notice, ▇▇▇▇▇▇▇ shall ​ ​ ​ ​ ​ have the option, at its sole discretion, of paying additional Merger Consideration by increasing the Stock Consideration to equal the lesser of: (A) the quotient, the numerator of which is equal to the product of the Initial ▇▇▇▇▇▇▇ Market Value, the Stock Consideration (as then in effect), and the Index Ratio minus 0.20, and the denominator of which is the ▇▇▇▇▇▇▇ Market Value on the Determination Date or (B) the quotient determined by dividing the Initial ▇▇▇▇▇▇▇ Market Value by the ▇▇▇▇▇▇▇ Market Value on the Determination Date and multiplying the quotient by the product of the Stock Consideration (as then in effect) and 0.80. If within such five business day period, ▇▇▇▇▇▇▇ delivers written notice to Bankshares that it intends to proceed with the Merger by paying such additional consideration as contemplated by the preceding sentence, then no termination shall have occurred pursuant to this Section 10.1(i), and this Agreement shall remain in full force and effect in accordance with its terms (except that the Stock Consideration shall have been so modified). For purposes of this Section 10.1(i) only, the following terms shall have the meanings indicated below: