TERMINATION 62 Clause Samples

TERMINATION 62. Final Distribution on the Series Expiration Date 63 Section 13.03 Terminating Mandatory Tender Date 64

TERMINATION 62. 1 The CGK or the Contractor may terminate the Contract if the other party causes a fundamental breach of the Contract.

TERMINATION 62. 8.1 Termination 62 8.2 Effect of Termination and Abandonment 63 9.1 Amendment 65 9.2 Extension; Waiver 65 9.3 Nonsurvival of Representations, Warranties and Agreements 65 9.4 Expenses 65 9.5 Notices 66 9.6 Interpretation 67 9.7 Counterparts 67 9.8 Entire Agreement 68 9.9 Governing Law; Consent to Jurisdiction 68 9.10 Waiver of Jury Trial 68 9.11 Assignment; Third-Party Beneficiaries 69 9.12 Specific Performance 69 9.13 Severability 69 9.14 Confidential Supervisory Information 69 9.15 Delivery by Facsimile or Electronic Transmission 69 Exhibit A Form of Voting Agreement Exhibit B Form of Release Acquisition Proposal 55 Adverse Recommendation Change 47 affiliate 67 Agreement 1 Articles of Merger 2 Audited Financial Statements 12 Bank Combination 2 BOLI 33 business day 67 Buyer 1 Buyer 401(k) Plan 50 Buyer Benefit Plans 38 Buyer Disclosure Letter 34 Buyer Financial Statements 37 Buyer Regulatory Agreement 39 Cause 49 CERCLA 27 Certificate 4 Classified Loans 32 Closing 2 Closing Date 2 Code 16 Confidentiality Agreement 46 Deferred Plan 51 Derivative Contract 25 Designated Seller Director 54 Dissolution 2 DOL 18 Effective Time 2 Enforceability Exceptions 10 Environment 27 Environmental Laws 27 ERISA 18 ESOP 9 ESOP Loan 21 ESOP Termination Date 57 Exchange Act 13 Exchange Fund 4 Exception Shares 3 FDIA 8 FDIC 8 Federal Reserve Board 11 FHLB 8 Financial Statements 12 FINRA 11 GAAP 7 Governmental Entity 11 Hazardous Material 27 Health Plan 51 Indemnified Parties 49 Intellectual Property 30 IRS 18 knowledge 67 Leased Real Property 28 Liens 10 Loan Participation 32 Loan Property 27 Loans 32 made available 67 Material Adverse Effect 7 Materially Burdensome Regulatory Condition 45 Meeting 47 Merger 1 Merger Consideration 3 Merger Sub 1 MGCL 1 Most Recent Balance Sheet 12 Multiemployer Plan 19 Multiple Employer Plan 19 Oil 27 Option Consideration 3 Owned Real Property 28 Paying Agent 4 PBGC 18 Permitted Encumbrances 28 person 67 Personal Data 22 Phase I Assessment 43 Phase II Assessment 59 Premium Cap 52 Proxy Materials 47 Proxy Statement 11 Real Estate Leases 28 Recommendation 47 Regulatory Agencies 12 Requisite Regulatory Approvals 44 Requisite Seller Vote 10 Restrictive Covenant 20 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act 13 SDAT 2 SEC 9 Securities Act 21 Security Breach 22 Seller 401(k) Plan 50 Seller 1 Seller Articles 8 Seller Bank 1 Seller Bylaws 8 Seller Benefit Plans 17 Seller Common Stock 1 Seller Contract 24 Seller Disclosure Letter 6 Seller ERISA Affiliate 19 Seller Health Plan 5...

TERMINATION 62. Section 8.1 Termination 62 Section 8.2 Effect of Termination 64 ARTICLE IX. MISCELLANEOUS 67 Section 9.1 Amendment and Modification; Waiver 67 Section 9.2 Non-Survival of Representations and Warranties 67 Section 9.3 Expenses 68 Section 9.4 Notices 68 Section 9.5 Certain Definitions 69 Section 9.6 Terms Defined Elsewhere 79 Section 9.7 Interpretation 81 Section 9.8 Counterparts 81 Section 9.9 Entire Agreement; Third-Party Beneficiaries 82 Section 9.10 Severability 82 Section 9.11 Governing Law; Jurisdiction 82 Section 9.12 Waiver of Jury Trial 83 Section 9.13 Assignment 83 Section 9.14 Enforcement; Remedies; Specific Performance 84 Exhibit A Form of Joinder Agreement Exhibit B Form of FIRPTA Certificate Exhibit C Form of FIRPTA Notification Letter Table of Contents AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated September 10, 2018, is by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”), and Integrated Device Technology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

TERMINATION 62. Section 8.1 Termination 62 Section 8.2 Termination upon Material Breach 63 Section 8.3 Effect of Termination 63 ARTICLE IX. MISCELLANEOUS 64 Section 9.1 Notices 64 Section 9.2 Non-survival or Representations, Warranties and Covenants. 65 Section 9.3 No Claim Against Trust Account. 65 Section 9.4 Amendments; No Waivers; Remedies 66 Section 9.5 Arm’s Length Bargaining; No Presumption Against Drafter 66 Section 9.6 Publicity 66 Section 9.7 Expenses 67 Section 9.8 No Assignment or Delegation 67 Section 9.9 Governing Law 67 Section 9.10 Counterparts; Facsimile Signatures 67 Section 9.11 Entire Agreement 67 Section 9.12 Severability 67 Section 9.13 Construction of Certain Terms and References; Captions 68 Section 9.14 Third Party Beneficiaries 69 Section 9.15 Specific Performance. 69 Annex 1 Amalgamation Agreement Exhibit A Form of Voting Agreement Exhibit B Form of Support Agreement Exhibit C Form of Registration Rights Agreement Exhibit D Forms of Lock-up Agreement Exhibit E Form of Non-Compete Agreement Exhibit F Form of New Articles This BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of October 29, 2025 (the “Signing Date”), by and among the SPAC (as defined below), Marine Thinking Inc., a company incorporated under the CBCA (as defined below) (the “Company”, prior to the Amalgamation (as defined below), references to the Company shall be to Marine Thinking Inc., and following the Amalgamation, references to the Company shall be to the Amalco (as defined below)), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub”). The SPAC, the Company and the Amalgamation Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

TERMINATION 62. Section 8.1. Termination 62 Section 8.2. Effect of Termination 64 Section 8.3. Expenses; Termination Fee 64

TERMINATION 62. Section 8.1 Termination 62 Section 8.2 Effect of Termination 64 ARTICLE IX MISCELLANEOUS 66 Section 9.1 Amendment and Modification; Waiver 66 Section 9.2 Survival 66 Section 9.3 Expenses 67 Section 9.4 GST 67 Section 9.5 Other Tax Provision 67 Section 9.6 Notices 67 Section 9.7 Interpretation 69 Section 9.8 Counterparts 70 Section 9.9 Entire Agreement; Third-Party Beneficiaries 70 Section 9.10 Severability 70 Section 9.11 Governing Law; Jurisdiction 71 Section 9.12 Waiver of Jury Trial 71 Section 9.13 Assignment 71 Section 9.14 Enforcement; Remedies; Limitation of Liability; Subsidiaries 71 Section 9.15 Certain Definitions 72 Section 9.16 Terms Defined Elsewhere 85 This Transaction Agreement (this “Agreement”) is made and entered into as of October 9, 2024, by and among RIO TINTO WESTERN HOLDINGS LIMITED, a private limited company incorporated under the laws of England & Wales (“Parent”), RIO TINTO BM SUBSIDIARY LIMITED, a private limited company incorporated under the laws of England & Wales (“Buyer”), and ARCADIUM LITHIUM PLC, a public limited company incorporated under the laws of the Bailiwick of Jersey (“Company” and, together with Parent and Buyer, the “Parties”).

TERMINATION 62. Section 7.1 Termination 62 Section 7.2 Effect of Termination 62 ARTICLE VIII INDEMNIFICATION 63 Section 8.1 Indemnification Obligations of the Seller 63 Section 8.2 Indemnification Obligations of the Buyer 64 Section 8.3 Indemnification Procedure 64 Section 8.4 Claims Period 66 Section 8.5 Liability Limits 67 Section 8.6 Exclusive Remedy 68 Section 8.7 Adjustment to Purchase Price 68

TERMINATION 62. Section 8.1. Termination 62 Section 8.2. Effect of Termination 64 Section 8.3. Expenses; Termination Fee 65 Section 9.1. Amendment 66 Section 9.2. Waiver 66 Section 9.3. No Survival of Representations, Warranties and Covenants 66 Section 9.4. Entire Agreement 67 Section 9.5. Governing Law; Jurisdiction 67 Section 9.6. Assignability; Parties in Interest 67 Section 9.7. Notices 68 Section 9.8. Severability 69 Section 9.9. Counterparts; Effectiveness 69 Section 9.10. Obligation of Parent 69 Section 9.11. Specific Performance; Waiver of Jury Trial 70 Section 9.12. Construction 70 Annex I Offer Conditions Exhibit A Form of Support Agreement Exhibit B Form of CVR Agreement THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 14, 2023, by and among: Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”); Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Zynerba Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.