Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior before the Closing of the Exchange (except as otherwise provided), whether before or after the Shareholder Vote, by written notice from the Requisite Noteholders to Holdings and Investco or Holdings, Investco and Wireless to the ClosingConsenting Noteholders, as the case may be, as follows: (a) by mutual written consent of Seller each of the Requisite Noteholders and BuyerHoldings, Investco and Wireless; (b) by either Seller the Requisite Noteholders or BuyerHoldings, if: (i) Investco and Wireless, if delivery of a proxy statement to the Closing Date shall holders of the Class A Stock in respect of the Shareholder Vote does not have occurred take place on or prior to September before April 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.042007; (c) by Sellereither the Requisite Noteholders or Holdings, if: Investco and Wireless, if the Recapitalization is not substantially consummated on or before May 31, 2007; (id) any by either the Requisite Noteholders or Holdings, Investco and Wireless if there shall have been issued an order, decree or injunction having the effect of making the Exchange or the Merger illegal or permanently prohibiting the consummation of the representations Exchange or the Merger, and warranties such order, decree or injunction shall have become final and nonappealable; (e) by the Requisite Noteholders, if either of Buyer contained in Article V hereof shall fail to be true and correct Holdings, Investco or (ii) there shall be a breach by Buyer Wireless has breached any material provision of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure and any such breach remains uncured for a period of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior days after written notice of such breach, specifically identifying the nature of such breach and the intent of the Requisite Noteholders to terminate the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller 11.1(e), is in material breach of this Agreement; ordelivered by the Requisite Noteholders to Holdings, Investco and Wireless; (df) by BuyerHoldings, if: (i) Investco and Wireless, if any of the representations and warranties Consenting Noteholders has breached any material provision of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure and any such breach remains uncured for a period of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior days after written notice of such breach, specifically identifying the nature of such breach and the intent of Holdings, Investco and Wireless to terminate the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d11.1(f), is delivered by Holdings and Investco to the Consenting Noteholders; (g) by Holdings, if Buyer the Board elects to terminate the Exchange Agreement in order to accept a Superior Proposal; (h) by the Requisite Noteholders, if the Board fails to recommend this Agreement and/or the Merger Agreement to the shareholders of Holdings, or withdraws such recommendation; or (i) by either the Requisite Noteholders or Holdings, Investco and Wireless, if the Shareholder Vote for approval of the Exchange and/or the Merger Agreement is in material breach of this Agreementnot obtained.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of Seller the Purchaser and Buyerthe Seller; (b) by either Seller or Buyer, if: the Purchaser (i) so long as the Closing Date shall Purchaser is not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is then in material breach of any of its representations, warranties or covenants contained in this Agreement (other thanAgreement) if there has been a breach of any of the Seller’s representations, warranties or covenants contained in this Agreement, which would result in the case failure of Buyer’s right under this a condition set forth in Section 9.01(b6.1(a) or Section 6.1(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in and which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that breach has not been vacatedcured within thirty (30) days after written notice of the breach has been delivered to the Seller from the Purchaser to the extent capable of being cured; (c) by the Seller (so long as the Seller is not then in material breach of any of its representations, withdrawn warranties or overturnedcovenants contained in this Agreement) if there has been a breach of any of the Purchaser’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured within thirty (30) days after written notice of the breach has been delivered to the Purchaser from the Seller to the extent capable of being cured; (d) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1(d) will not be available to any party seeking whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or (e) by the Seller or the Purchaser, if the Seller accepts or the Bankruptcy Court approves an Alternative Transaction for any of the Shares or Purchased Assets pursuant to the terms of the Bidding Procedures Order; provided, however, that the Purchaser shall not be entitled to terminate pursuant to this Section 9.01(b7.1(e) shall have complied with its obligations, if any, under Section 6.04and so long as the Purchaser is the Alternate Bidder (as such term is defined in Exhibit 1 to the Bidding Procedures Order); (cf) by Seller, if: the Purchaser if the Closing has not occurred (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Purchaser to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of comply fully with its obligations under this Agreement) on or before May 31, 2010; or (dg) by Buyer, if: the Seller if the Closing has not occurred (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer Seller to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with its obligations under this Agreement) on or before May 31, 2010.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, abandoned at any time prior to the Closing: (a) by mutual written consent of Seller and BuyerAlter, Bied▇▇▇▇▇ ▇▇▇ Sunstone Parties; (b) by either Seller or BuyerSunstone Parties, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Alter or Bied▇▇▇▇▇ ▇▇▇ forth in this Agreement (other thanAgreement, in any case such that the conditions set forth in Section 6.2(a) or 6.2(b), as the case may be, are not satisfied or would be incapable of Buyer’s right under this being satisfied within 30 days after the giving of written notice to Alter; (c) by Alter, upon a breach of any representation, warranty, covenant, obligation or agreement on the part of any of Sunstone Parties such that the conditions set forth in Section 9.01(b)6.3(a) or 6.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Sunstone Parties; or by Bied▇▇▇▇▇, ▇▇on a failure breach of any representation, warranty, covenant, obligation or agreement on the part of any of Sunstone Parties, such that the conditions set forth in 6.4(a) or 6.4(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to Sunstone Parties; 109 (d) by Buyer to perform its obligation to consummate any of Alter, Bied▇▇▇▇▇ ▇▇ Sunstone Parties if any court of competent jurisdiction in the Closing solely as United States shall have issued a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby final and unappealable permanent injunction, order, judgment or other decree (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturnedtemporary restraining order) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; providedconsummation of the Transactions, provided that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, under this clause (Ad) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is then in material breach of this Agreement; or Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; and (e) by Buyer, if: (i) any of Alter, Bied▇▇▇▇▇ ▇▇ Sunstone Parties if the representations and warranties of Seller contained Superior Proposal Transaction shall have been terminated in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementaccordance with its terms.

Termination Events. (a) This Agreement may be terminated and the transactions Transaction contemplated herein by this Agreement may be abandoned, abandoned at any time prior to the Closing: (ai) by mutual written consent of Seller and Buyerthe Parties; (bii) in accordance with clauses 4.2(b) and 6.4(a); (iii) by either Seller or Buyerthe Purchaser, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in there has been a material breach of a Seller’s Warranty or any Seller’s Warranty shall have become untrue after the date of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a such breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day within 10 Business Days after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior Purchaser to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(cSeller; (iv) by the Seller, if Seller is in there has been a material breach of this Agreement; or (d) by Buyer, if: (i) a Purchaser’s Warranty or any Purchaser’s Warranty shall have become untrue after the date of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which such breach is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day within 10 Business Days after written notice thereof is given by Buyer to the Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement Purchaser; (v) pursuant to this Section 9.01(dclause 5.2; or (vi) by either the Purchaser or the Seller, if Buyer is a meeting of the limited partners of the Seller to consider and vote upon a proposal to approve the sale of the Shares in material breach the Agreed Terms shall have been held and completed and the approval of the sale of the Shares in the Agreed Terms by limited partners (other than ntl Fawnspring Limited and its Affiliates) holding a majority of the limited partnership interests of the Seller shall not have been obtained at the meeting or any adjournment or postponement thereof. (b) Upon termination of this Agreement, clauses 1, and 8.2 to 8.11 (inclusive) shall remain in full force and effect and any termination of this Agreement shall not affect and be without prejudice to any rights or liabilities that have accrued under this Agreement prior to such termination or under any provision which is expressly stated not to be affected by such termination.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: 11.1.1. by mutual consent of the Acquiror and the Company; 11.1.2. by the Acquiror, if any of the conditions in Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Company, if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Company or any Shareholder to comply with its obligations under this Agreement) and the Company has not waived such condition on or before the Closing Date; 11.1.3. by the Acquiror or the Company, if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or other than due to the failure of the Company or any Shareholder (in the case the Company seeks to terminate this Agreement) 60 days after the final mailing of the Acquiror Proxy to the stockholders of the Acquiror (or such later date as the parties may be terminated and agree upon, the "Outside Date"); 11.1.4. by either the Acquiror or the Company, if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby; 11.1.5. by the Acquiror, at any time if, prior to the Closing: (a) by mutual written consent Closing Date, the Company or any Shareholder is in material breach of Seller any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 11.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement (other thanat the time notice of termination is delivered; 11.1.6. by the Company, in the case of Buyer’s right under this Section 9.01(b)if, a failure by Buyer prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient date of notice of default served by the Company claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s cure such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) 11.1.6 shall not be available to the Company if Seller the Company or any Shareholder is in material breach of this AgreementAgreement at the time notice of termination is delivered; or (d) 11.1.7. by Buyerthe Acquiror, if: , prior to the Closing Date, the Acquiror Board approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Acquiror or the Acquiror Subsidiaries or any capital stock or any material portion of the assets of the Acquiror or any Acquiror Subsidiary, or any combination of the foregoing (an "Acquisition Transaction"); provided that a majority of the members of the Acquiror Board have determined in good faith and on reasonable basis, after consultation with outside counsel and advisors, that (i) any such Acquisition Transaction is more favorable from a financial point of view to the representations Acquiror's stockholders than the transactions contemplated by this Agreement and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be failure to take such action would constitute a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier fiduciary duties of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementAcquiror Board under applicable Law.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller Buyer and Buyerthe Company; (b) by either Seller Buyer or Buyerthe Company, if: (i) if the Closing Date shall has not have occurred taken place on or prior to September 30before 5:00 p.m. (Eastern time) on March 9, 2015 2021 (the “End Date”); provided, that neither party may (i) Buyer shall not be permitted to terminate this Agreement pursuant to this Section 9.01 9.1(b) if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds sale of the Financing in an amount sufficient Purchased Units by the End Date results from, or is caused by, a material breach by Buyer of any of its representations, warranties, covenants or agreements contained herein, and (ii) the Company shall not be permitted to terminate this Agreement pursuant to this Section 9.1(b) if the failure to consummate the transactions contemplated hereby sale of the Purchased Units by the End Date results from, or is caused by, a material breach by the Company, TopCo, or any Member of any of its representations, warranties, covenants or agreements contained herein; (other than c) (i) by Buyer or the Company if a Financing Failure Event arising out court of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court competent jurisdiction or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable Order, withdrawn or overturned) shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions sale of the Purchased Units as contemplated herein; or (ii) by this Agreement; providedBuyer if a Governmental Authority provides notice that it is seeking, that or intends to seek, the party seeking imposition of an Antitrust Restraint as a condition to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, the expiration or termination of any applicable waiting period under Section 6.04the HSR Act or other applicable Antitrust Law; (cd) by Seller, Buyer if: (i) any of the representations and warranties of Buyer TopCo, the Members, or the Company contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement thatshall be inaccurate as of the Agreement Date, in either case, (A) would result in the failure or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 8.03(a7.1 would not be satisfied; (ii) any of the covenants of the Company, TopCo, or the Members contained in this Agreement shall have been breached such that the condition set forth in Section 8.03(b7.2 would not be satisfied; or (iii) any Material Adverse Effect shall have occurred, or any event or other Effect shall have occurred or circumstance or other Effect shall exist that, in combination with any other events, circumstances or other Effects, would reasonably be expected to have or result in a Material Adverse Effect; provided, however, that, in the case of clauses “(i)” and “(B) which is not curable orii)” only, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is an inaccuracy in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail the Company, TopCo, or the Members as of a date subsequent to be true and correct the Agreement Date or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) covenant by the Company, TopCo, or Section 8.02(b) and any Member is curable by the Company, TopCo, or such Member through the use of reasonable efforts within ten (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (510) Business Days after Buyer notifies the Company in writing of the existence of such inaccuracy or breach (the “Member Cure Period”), then Buyer may not terminate this Agreement under this Section 9.1(d) as a result of such inaccuracy or breach prior to the End Date; expiration of the Member Cure Period, provided the Company, TopCo, or the applicable Member, during the Member Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Member Cure Period); (e) by the Company if: (i) any of Buyer’s representations and warranties contained in this Agreement shall be inaccurate as of the Agreement Date, or shall have become inaccurate as of a date subsequent to the Agreement Date, such that the condition set forth in Section 8.1 would not be satisfied; or (ii) if any of Buyer’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied; provided, however, that if an inaccuracy in any of Buyer’s representations and warranties as of a date subsequent to the Agreement Date or a breach of a covenant by Buyer is curable by Buyer through the use of reasonable efforts within ten (10) Business Days after the Company notifies Buyer in material writing of the existence of such inaccuracy or breach (the “Buyer Cure Period”), then the Company may not terminate this Agreement under this Section 9.1(e) as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure Period, provided Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this AgreementAgreement pursuant to this Section 9.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Buyer Cure Period).

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingterminated: (a) by mutual immediately upon the written consent agreement of Seller the Debtors and Buyerthe Requisite Senior Note Holders to terminate this Agreement; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds any of the Financing in an amount sufficient Debtors or the Requisite Senior Note Holders upon three (3) Business Days’ written notice to consummate each of the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee Parties; provided that such notice is delivered in accordance with Section 9.02(b)8.11 hereof and received not more than ten (10) Business Days following the occurrence of any event described in clause (1) or (ii2) below, if: (1) any court of the Chapter 11 Cases are dismissed or other Governmental Authority shall have issued, enacted, entered, promulgated converted to a case under Chapter 7 of the Bankruptcy Code; or (2) the Bankruptcy Court has entered an order in any of the Chapter 11 Cases appointing an examiner with expanded powers or enforced any Law a trustee under chapter 7 or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting chapter 11 of the transactions contemplated by this AgreementBankruptcy Code; provided, however, that the party seeking appointment of an examiner pursuant to the motion of that certain ad hoc committee of equityholders as filed with the Bankruptcy Court on April 2, 2010 shall not give rise to a right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Agreement; (c) by Sellerthe Requisite Senior Note Holders, if: upon three (i3) any of Business Days’ written notice to the representations Debtors (or such lesser time if the voting deadline for the Amended Plan is to occur, or if the Confirmation Hearing is to commence within such period), provided that with respect to Sections 7.1(c)(1) and warranties of Buyer contained in Article V hereof (2), the Requisite Senior Note Holders shall fail not be permitted to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in terminate this Agreement thatif, in either caseprior to the delivery of such notice, (Athe Debtors shall have filed the relevant document(s) would result in the failure of a condition set forth in Section 8.03(aSections 7.1(c)(1) or Section 8.03(band/or (2) and (B) which is not curable orbelow that, if curable, is not cured upon without the occurrence of the earlier of such filing, would have constituted a basis for terminating this Agreement, if: (1) the thirtieth Debtors fail to file a motion seeking authority to perform under this Agreement within seven (30th7) day after written notice thereof is given by Seller to Buyer and days of the date hereof; (2) the day that is five Debtors have not filed the Amended Plan and the Disclosure Statement with the Bankruptcy Court on or before May 12, 2010 or such later date as may be agreed to by the Requisite Senior Note Holders; (53) Business Days prior the Debtors have withdrawn the Amended Plan or publicly announced their intention not to support the End DateAmended Plan or provided written notice to any Consenting Senior Note Holders (or any of their respective representatives) of their intention to do so; provided that Seller may not terminate or (4) any court has entered a final, non-appealable judgment or order declaring this Agreement pursuant or any material portion hereof to this Section 9.01(c) if Seller is in material breach of this Agreement; orbe unenforceable; (d) by Buyereach Consenting Senior Note Holder, if: but solely with respect to such Consenting Senior Note Holder (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, remaining in either case, (Afull force and effect as among the Debtors and the other Consenting Senior Note Holders) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.three

Termination Events. (a) This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (ai) by mutual written consent of Seller Parent and Buyer;the Company; or (ii) by written notice from Parent to the Company, if no later than twenty-four (24) hours following the execution and delivery of this Agreement by all of the parties hereto the Company shall not have delivered to Parent evidence that this Agreement has been adopted by Stockholders constituting the Required Company Stockholder Vote; provided, that this termination right shall terminate if this Agreement has not been terminated prior to the time that the Required Company Stockholder Vote is obtained. (b) by either Seller or Buyer, if: (i) In the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate event of termination of this Agreement pursuant to this Section 9.01 if such party is in material breach of Article VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 10.1 (other thanFees and Expenses), in the case Section 10.2 (Waiver; Amendment), Section 10.3 (Entire Agreement), Section 10.4 (Execution of Buyer’s right under Agreement; Counterparts; Electronic Signatures), Section 10.5 (Governing Law; Arbitration; Venue), Section 10.6 (WAIVER OF JURY TRIAL), Section 10.7 (Assignment and Successors), Section 10.9 (Notices), Section 10.10 (Construction; Usage), Section 10.11 (Enforcement of Agreement), Section 10.12 (Severability) and this Section 9.01(b)7.1, a failure by Buyer to perform its obligation to consummate and the Closing solely as a result of a failure to secure the proceeds definitions used in each of the Financing foregoing sections, including those set forth in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out EXHIBIT A hereto, all of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreementsurvive such termination; provided, however, that the party seeking to terminate pursuant to nothing contained in this Section 9.01(b7.1(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) relieve any of the representations party from liability for fraud or any willful and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material knowing breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach . Upon termination of this Agreement, each of the parties to this Agreement shall, in all events, be bound by and be subject to the Confidentiality Agreements.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, abandoned at any time prior to the Closing: (a) 7.1.1 by the mutual written consent of Seller HBR and BuyerIWRA; 7.1.2 by HBR at any time on or before the Due Diligence Termination Date if HBR determines in its reasonable discretion that, as a result of items disclosed in the final Phase I Report which were not previously disclosed to HBR in the draft Phase I Environmental Site Assessment, dated August 25, 1999, prepared by Terracon and in that certain update letter thereto, dated August 26, 1999, each delivered to HBR on August 26, 1999, all or any portion of the Property is not acceptable to HBR, in which case (a) IWRA shall pay the cancellation charges, if any, of Escrow Agent and Title Company and (b) IWRA shall reimburse HBR for its reasonable out-of pocket costs and expenses (including, without limitation, reasonable attorneys' fees, charges and disbursements) incurred in connection with the negotiation of the transaction contemplated by either Seller this Agreement and HBR's due diligence efforts; PROVIDED that the amount of such reimbursement shall not exceed $150,000; 7.1.3 by HBR or Buyer, if: IWRA if (i) any Governmental Authority, the consent of which is a condition to the obligations of HBR and IWRA to consummate any of the transactions contemplated by this Agreement, the Lease, the Management Agreement or the Sponsorship Agreement, shall have determined not to grant its consent and all appeals of such determination shall have been taken and have been unsuccessful, or (ii) any court of competent jurisdiction shall have issued an order, judgment or decree (other than a temporary restraining order) restraining, enjoining or otherwise prohibiting all of the transactions contemplated by this Agreement, the Lease or the Management Agreement, and such order, judgment or decree shall have become final and nonappealable; 7.1.4 by HBR or IWRA if a Governmental Authority has required a change to be made to this Agreement, the Lease, the Management Agreement and/or the transactions contemplated by such documents, and either party, after prompt and diligent negotiations held in good faith with the other party shall have determined that any required changes will cause such party to suffer economic detriment of more than $50,000 and such party's business objectives and economic position as contemplated herein and in the Lease and the Management Agreement cannot be preserved; 7.1.5 by HBR if, on the advice of its counsel, it determines that there is a reasonable likelihood that approval of the transactions contemplated in this Agreement, the Lease and the Management Agreement will not be granted by the applicable Governmental Authorities within sixty (60) days of HBR's first submission of filings under the HSR Act; 7.1.6 by HBR if there has been a material breach by IWRA of any representation, warranty, covenant or agreement set forth in this Agreement, which breach has not been cured within ten (10) Business Days following receipt by the breaching party of notice of such breach, in which case IWRA shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.7 by IWRA if there has been a material breach by HBR of any representation, warranty, covenant or agreement set forth in this Agreement, which breach has not been cured within ten (10) Business Days following receipt by the breaching party of notice of such breach, in which case HBR shall pay the cancellation charges, if any, of Escrow Agent and Title Company; 7.1.8 by HBR pursuant to the terms of Section 4.2.3, Section 6.2, or Article 13; 7.1.9 by IWRA pursuant to the terms of Section 6.4; and 7.1.10 by HBR or IWRA if the Closing Date shall has not have occurred on or prior to September 30by March 31, 2015 (the “End Date”)2000; provided, however, that neither party may (i) HBR shall not be entitled to terminate this Agreement pursuant to this Section 9.01 7.1.10 if such party is in material a knowing or willful breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate HBR has prevented the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or from occurring by such date, and (ii) any court or other Governmental Authority IWRA shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking be entitled to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) 7.1.10 if Seller is in material a knowing or willful breach of this Agreement; or (d) Agreement by Buyer, if: (i) any of IWRA has prevented the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach Closing from occurring by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsuch date.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedTransactions may, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent agreement of Seller Buyer and BuyerSeller; (b) by either Seller or Buyer, if: (i) on the one hand, or Seller, on the other hand, if the Closing Date shall has not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a the failure of any party seeking to secure the proceeds of the Financing in an amount sufficient terminate this Agreement to consummate the transactions contemplated hereby comply with its obligations under this Agreement) on or before (other than a Financing Failure Event arising out of or related to Buyer’s breachi) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) November 13, 2012 or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order such later date as the Parties may agree upon in writing (that is final such applicable date specified in the preceding clauses (i) and non-appealable and that has not been vacated, withdrawn or overturned(ii) restraining, enjoining or otherwise prohibiting being referred to herein as the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04“Outside Date”); (c) by Seller, if: on the one hand, or by Buyer, on the other hand, if a material breach of this Agreement has been committed by the other party and such material breach has not been cured within 30 days after notice thereof to such other party or expressly waived in writing; (d) (i) by Buyer if satisfaction of any of the representations and warranties conditions in Section 6.1 becomes impossible prior to the Outside Date (other than as a result of the failure of Buyer contained to comply with its obligations under this Agreement) and Buyer has not expressly waived such condition in Article V hereof shall fail to be true and correct writing on or before termination of this Agreement; or (ii) there shall be a breach by Buyer Seller, if satisfaction of any covenant or agreement of Buyer the conditions in this Agreement that, in either case, Section 6.2 becomes impossible prior to the Outside Date (A) would other than as a result in of the failure of a condition set forth in Section 8.03(a) or Section 8.03(bSeller to comply with its obligations under this Agreement) and (B) which is Seller has not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is expressly waived such condition in material breach writing on or before termination of this Agreement; or (de) by Buyer, if: (i) any of the representations and warranties of either Buyer or Seller contained in Article IV hereof shall fail to be true and correct or (ii) if there shall be a breach any Legal Requirement that makes consummation of the Transactions contemplated by Seller this Agreement illegal or otherwise prohibited or if consummation of the Transactions contemplated by this Agreement would violate any non-appealable Order of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementGovernmental Entity having competent jurisdiction.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated terminated, and the transactions contemplated herein may be Contemplated Transactions abandoned, at any time prior to the Closingas follows: (a) by mutual Buyer if a material breach or material violation of any provision of this Agreement has been committed by Seller, which breach cannot be or has not been cured within thirty (30) days after written consent notice of such breach has been delivered to Seller and which breach has not been waived by Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in a material breach or material violation of any provision of this Agreement (other thanhas been committed by Buyer, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of which breach cannot be or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturnedcured within thirty (30) restraining, enjoining or otherwise prohibiting the transactions contemplated days after written notice of such breach has been delivered to Buyer and which breach has not been waived by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Seller; (c) by Seller, if: (i) Buyer if any of the representations and warranties of Buyer contained condition in Article V hereof shall fail to be true and correct or 7 has not been satisfied as of September 30, 2004 (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Buyer to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of comply with its obligations under this Agreement; or), and Buyer has not waived such condition on or before such date; (d) by Buyer, if: (i) Seller if any of the representations and warranties of Seller contained condition in Article IV hereof shall fail to be true and correct or 8 has not been satisfied as of September 30, 2004 (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in other than through the failure of a Seller to comply with its obligations under this Agreement), and Seller has not waived such condition set forth in Section 8.02(aon or before such date; (e) or Section 8.02(bby mutual written consent of Buyer and Seller; or (f) and (B) which is not curable or, if curable, is not cured upon the occurrence subject to each of the earlier of (1) Parties having complied with its obligations under Section 12.1, by either Seller or Buyer if any Governmental Body shall have issued an Order or taken any other action that permanently restrains, enjoins or otherwise prohibits the thirtieth (30th) day after written notice thereof is given acquisition by Buyer to Seller of the Assets, the RSI Stock, the Business and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementRSI, and such Order or other action shall have become final and non-appealable.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Purchase may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller Sellers and BuyerPurchaser; (b) by either Seller Sellers or BuyerPurchaser, if: : (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b9.1(b)(i) shall have complied with its obligations, if any, under Section 6.046.3; or (ii) the Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; (c) by SellerSellers, if: (i) any of the representations and warranties of Buyer Purchaser contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer Purchaser of any covenant or agreement of Buyer Purchaser in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a) 7.3(a), Section 7.3(b), or Section 8.03(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. given by Seller Sellers to Buyer Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Seller Sellers may not terminate this Agreement pursuant to this Section 9.01(c9.1(c) if any Seller is in material breach of this Agreement; or (d) by BuyerPurchaser, if: (i) any of the representations and warranties of any Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Seller Sellers in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a7.2(a), Section 7.2(b) or Section 8.02(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is given by Buyer Purchaser to Seller Sellers and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Buyer Purchaser may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) if Buyer Purchaser is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) This Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the occurrence of any of the following (each, an “Automatic Termination Event”): (i) the Expiration Date; (ii) the RSA is terminated according to its terms; (iii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; (iv) by the mutual written consent of Seller the Company and Buyer;the Requisite Noteholders; or (v) if the Class A Preferred Offering and the Class B Exchange Offer are not consummated on or before December 31, 2019. (b) by either Seller or BuyerThe Requisite Noteholders, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other thanor, in the case of Buyer’s right under this Section 9.01(bclauses (i), (iii) and (viii) below, the Deferring Noteholders that are holders of at least 40% of the aggregate principal amount of the Notes held by the Deferring Noteholders, shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Deferring Noteholder Termination Event”): (i) the board of directors of the Company does not unconditionally approve this Agreement on or before August 8, 2019; (ii) DTC has not received from DTC participants effective instructions to suppress the Deferred Interest Payments with respect to at least 80% of the aggregate principal amount of the Notes on or before August 15, 2019; (iii) the shareholders of the Company do not approve the Public Offerings, the Class C Preferred Offering and the issuance of the preferred shares contemplated thereby in accordance with applicable law and the Company’s estatuto social on or before September 16, 2019; (iv) a breach by Company of any of its agreements, covenants, representations or warranties in this Agreement; (v) the occurrence of an Event of Default pursuant to the terms of the Indenture, other than an Event of Default related to the Payment Deferral; (vi) the RSA is not entered into by the Company as of the date of this Agreement; (vii) the breach by the Company of the RSA; (viii) (A) the Company does not launch the Class B Exchange Offer on or before October 7, 2019; provided that, to the extent the Company has previously submitted the Offering Documents (as such term is defined in the RSA) to the CNV on or before August 30, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Deferring Noteholders) extend, one time only, such date by no more than 30 calendar days; or (B) the Company does not launch the Class A Preferred Offering, the Common Shares Exchange Offer and the Preemptive Rights Offerings on or before the date that is 10 Business Days after the date the Class B Exchange Offer is launched; (ix) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of any of the Class A Preferred Offering, the Class B Exchange Offer, the Preemptive Rights Offerings or the Consent Solicitation beyond the Expiration Date; (x) the Company publicly announces its intention not to comply with the terms of this Agreement; (xi) one or more judgments or orders for the payment of money exceeding in the aggregate US$1.0 million (or its equivalent in other currencies) is rendered against the Company by a judicial Authority and any such judgments or decrees are not satisfied, vacated, discharged or stayed or bonded pending appeal within 30 days after the entry thereof; (xii) any administrative or judicial Authority imposes or executes an embargo or similar proceedings against the Company’s assets for an amount in excess of US$1.0 million (or its equivalent in other currencies) and it is not vacated or stayed during the following 30 days; (xiii) the Company or any of its Subsidiaries fails to pay any Indebtedness or breaches any of its obligations under any agreement pursuant to which any of the Company’s or any Subsidiary of the Company’s outstanding Indebtedness was incurred for an amount in excess of US$1.0 million (or its equivalent in other currencies) and such failure by Buyer to perform pay or breach results in the acceleration of such Indebtedness; or (xiv) the occurrence after the date of this Agreement of (A) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its obligation to consummate the Closing solely Subsidiaries, taken as a result whole; (B) any material adverse change in the ability of a failure to secure the proceeds of the Financing in an amount sufficient Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (other than a Financing Failure Event arising out C) any material adverse change in the ability of or related the Company to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) perform any of its obligations under this Agreement; or (iiD) any court material adverse change in any of the rights and remedies of the Deferring Noteholders under this Agreement or other Governmental Authority the Indenture. (c) The Company shall have issuedthe right, enactedbut not the obligation, enteredupon five Business Days’ notice to the Requisite Noteholders, promulgated to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by more Deferring Noteholders of this Agreement; provided, however, that to the extent that non-breaching Deferring Noteholders party seeking to terminate pursuant to this Section 9.01(bAgreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement with respect to the breaching Deferring Noteholder(s) shall have complied with its obligations(which shall, if anyby itself, under Section 6.04;not constitute a Company Termination Event); or (cii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by Sellerany Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the consummation of the Recapitalization beyond the Expiration Date. (d) Upon the occurrence of the Termination Date, if: (i) any other than Sections 2(k), 10, 11(e), 11(f), 11(g) and 11(l) hereof, this Agreement shall terminate and all obligations of the representations Parties hereunder shall automatically and warranties immediately terminate, and be of Buyer contained in Article V hereof no further force and effect and (ii) the Deferred Interest Payments, together with any other amounts related to the Payment Deferral due and payable pursuant the terms of the Indenture, shall fail to be true immediately become due and correct payable. For purposes of this Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in on the failure fifth Business Day following the delivery of a condition set forth in notice by the Requisite Noteholders pursuant to Section 8.03(a4(b) hereof (Deferring Noteholder Termination Event) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon by the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement Company pursuant to this Section 9.01(c4(c) if Seller is in material breach of this Agreement; or hereof (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementCompany Termination Event).

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandoned, abandoned at any time prior to the Closing: (a) by the mutual written consent of Seller ▇▇▇▇▇▇ and Buyer▇▇▇▇▇; (b) by either Seller or Buyer, if: (i) Buyer by giving written notice to the other Party if the Closing Date shall not have occurred on or prior to September 30by July 17, 2015 2026 (the “End Termination Date”), unless extended by written agreement of Seller and Buyer; provided, however, that neither party may if the only conditions that have not been satisfied or waived as of the Termination Date (other than conditions that by their nature are to be satisfied at the Closing and remain capable of being satisfied) are any of the conditions in Section 7.1(a) (with respect to antitrust Law), Section 7.1(b), or Section 7.1(c), the Termination Date shall be automatically extended to January 17, 2027; and provided, further, however, that the right to terminate this Agreement pursuant to under this Section 9.01 9.1(b) shall not be available to any Party whose breach of its obligations under this Agreement has been a primary cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by such time; (c) by either Seller or Buyer by giving written notice to the other Party if such party other Party has breached its representations, warranties, covenants, agreements or other obligations hereunder in a manner that renders impossible the satisfaction of any condition of such Party giving notice set forth in Article VII not to be satisfied and such breach is incapable of being cured or has not been cured by the Party receiving such written notice within forty-five (45) days after delivery of such notice; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any Party who is then in material breach of this Agreement (other thanany of its representations, in the case of Buyer’s right under this Section 9.01(b)warranties, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court covenants, agreements or other obligations hereunder; (d) by either Seller or Buyer by giving written notice to the other Party if any Governmental Authority shall have issuedissued an order, enacted, entered, promulgated decree or enforced ruling or taken any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other action shall not be subject to appeal or shall have become final and unappealable; provided, however, that the party seeking right to terminate pursuant to this Agreement under this Section 9.01(b9.1(d) shall have complied with not be available to any Party whose breach of its obligationsobligations under this Agreement has been a cause of, if anyor resulted in, under Section 6.04the failure of the transactions contemplated hereby to be consummated by such time; (ce) by Seller, if: Seller if (i) any all of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.03(a7.1 and Section 7.3 have been satisfied (and continue to be satisfied) or Section 8.03(birrevocably waived (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date, but will be satisfied at Closing) and (Bii) which is Buyer does not curable or, if curable, is not cured upon consummate the occurrence transactions contemplated hereby within three (3) Business Days of the earlier day the Closing is required to occur pursuant to Section 2.3; (f) by Buyer if (i) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied (1and continue to be satisfied) or irrevocably waived (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date, but will be satisfied at Closing) and (ii) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) Entities do not consummate the day that is transactions contemplated hereby within five (5) Business Days prior of the day the Closing is required to the End Date; provided that Seller may not terminate this Agreement occur pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement2.3; or (dg) by Buyereither Buyer or Seller, if: (i) any of by written notice to other Party under the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition circumstances set forth in, and in accordance with, Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement6.12.

Termination Events. This Anything contained in this Agreement to the contrary notwithstanding (other than as provided in the last sentence of this Section 11.1), this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the ClosingClosing Date: (a) by mutual written consent of Seller Sellers and Buyer;; or (b) by either Seller Sellers or Buyer, if: : (i) if the Closing Date shall Bankruptcy Court rules that it does not have occurred on approve this Agreement for any reason or prior to September 30if a Governmental Authority issues a final, 2015 (non-appealable ruling or Final Order permanently prohibiting the “End Date”); transactions contemplated hereby, provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material 11.1(b)(i) shall not be available to any Party whose breach of this Agreement (other thanany of its representations, warranties, covenants or agreements contained herein results in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of such ruling or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or Order; (ii) any court or other Governmental Authority if the Closing shall not have issuedoccurred by the close of business on May 26, enacted, entered, promulgated or enforced any Law or Governmental Order 2017 (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement“Outside Date”); provided, however, that the party seeking right to terminate this Agreement pursuant to this Section 9.01(b11.1(b)(ii) shall have complied with not be available to any Party whose breach of any of its obligationsrepresentations, warranties, covenants or agreements contained herein results in the failure of the Closing to be consummated by such time; (iii) if (A) the Sale Hearing is not held on or before May 5, 2017; provided, however, if anythe Sale Hearing is delayed due to the Bankruptcy Court’s unavailability, under Section 6.04the next Business Day on which the Bankruptcy Court is available, or (B) the Bankruptcy Court has not entered the Sale Order on or before May 8, 2017; provided, however, if approval of the Sale Order is delayed due to the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇’s unavailability, the next Business Day on which the Bankruptcy Court is available; (iv) if the Sale Order is vacated; or (v) if Sellers (A) file any stand-alone plan of reorganization or liquidation that does not contemplate, the implementation or consummation of, the transactions provided for in this Agreement or (B) consummate an Alternative Transaction, including without limitation the transfer of the Acquired Assets to the Successful Bidder; or (c) by Seller, if: Buyer: (i) in the event of any breach by any Seller of any of the its agreements, covenants, representations and or warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) herein that would result in the failure of a condition set forth in Section 8.03(aArticle IX to be satisfied, and the failure of Sellers to cure such breach by the earlier of (A) or Section 8.03(b) the Outside Date and (B) which the date that is not curable or, if curable, is not cured upon the occurrence fifteen (15) days after receipt of the earlier of Buyer Termination Notice; provided, however, that (1) the thirtieth (30th) day after written notice thereof Buyer is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller its representations, warranties, covenants or agreements contained herein in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) manner that would result in the failure of a condition set forth in Article X to be satisfied, (2) Buyer notifies Sellers in writing (the “Buyer Termination Notice”) of its intention to exercise its rights under this Section 8.02(a11.1(c)(i) as a result of the breach, and (3) Buyer specifies in the Buyer Termination Notice the representation, warranty, covenant or agreement contained herein of which Sellers are allegedly in breach; (ii) if the Bankruptcy Case is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code and neither such dismissal nor conversion expressly contemplates the consummation of the transactions provided for in this Agreement; or (iii) if any conditions to the obligations of Buyer set forth in Article IX shall have become incapable of fulfillment other than as a result of a breach by Buyer of any covenant or agreement contained in this Agreement; or (d) by Sellers: (i) except as provided in Section 8.02(b11.1(d)(ii), in the event of any breach by Buyer of any of its agreements, covenants, representations or warranties contained herein that would result in the failure of a condition set forth in Article X to be satisfied, and the failure of Buyer to cure such breach by the earlier of (A) the Outside Date and (B) which the date that is not curable or, if curable, is not cured upon the occurrence fifteen (15) days after receipt of the earlier of Sellers Termination Notice; provided, however, that Sellers (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may are not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is themselves in material breach of any of their representations, warranties, covenants or agreements contained herein, (2) notify Buyer in writing (the “Sellers Termination Notice”) of their intention to exercise their rights under this Section 11.1(d)(i) as a result of the breach, and (3) specify in the Sellers Termination Notice the representation, warranty, covenant or agreement contained herein of which Buyer is allegedly in breach; or (ii) if the Sale Order with respect to the transactions contemplated by this Agreement has been entered and is not subject to any stay on enforcement and (A) Sellers have provided Buyer with written notice that they are prepared to consummate the transactions contemplated by this Agreement, (B) the conditions to Closing in Article IX have been satisfied (or waived by Buyer), other than those conditions that by their nature can only be satisfied at Closing, and (C) the Closing Date does not occur within three (3) Business Days of Sellers providing Buyer with such notice.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Purchase may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller Sellers and BuyerPurchaser; (b) by either Seller Sellers or BuyerPurchaser, if: : (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b9.1(b)(i) shall have complied with its obligations, if any, under Section 6.046.3; or (ii) the Closing Date shall not have occurred on or prior to the date that is forty-five (45) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; (c) by SellerSellers, if: (i) any of the representations and warranties of Buyer Purchaser contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer Purchaser of any covenant or agreement of Buyer Purchaser in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a7.3(a) or Section 8.03(b7.3(b) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Sellers to Buyer Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Seller Sellers may not terminate this Agreement pursuant to this Section 9.01(c9.1(c) if Seller Sellers is in material breach of this Agreement; or (d) by BuyerPurchaser, if: (i) any of the representations and warranties of any Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Seller Sellers or Parent in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a7.2(a) or Section 8.02(b7.2(b) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer Purchaser to Seller Sellers or Parent and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Buyer Purchaser may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) if Buyer Purchaser is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) The Employment Term will end, and the parties will not have any rights or obligations under this Agreement (except for the rights and obligations under those Sections of this Agreement that are continuing and will survive the end of the Employment Term, as specified in Section 9.10 of this Agreement) on the earliest to occur of the following events (each a “Termination Date”): (1) the death of Employee; (2) the termination of Employment as a result of Employee’s Disability (as defined in Section 4.1(b) of this Agreement) of Employee; (3) the termination of Employee’s employment by mutual Employee without Good Reason (as defined in Section 4.1(d) of this Agreement); (4) the termination of Employee’s employment by SBG for Cause (as defined in Section 4.1(c) of this Agreement); (5) the termination of Employee’s employment by SBG without Cause; or (6) the termination of Employee’s employment by Employee for Good Reason within three (3) months of the inception of the event giving rise to the Good Reason; provided, however, the Employee has first given the Employer written consent notice of Seller the Good Reason within ten (10) business days of its occurrence and Buyer;thirty (30) days following such notice to correct it. (b) Except as is provided in the last sentence of this Section 4.1(b), for the purposes of this Agreement, “Disability” means Employee’s inability, whether mental or physical, to perform the normal duties of Employee’s position for ninety (90) days (which need not be consecutive) during any twelve (12) consecutive month period, and the effective date of such Disability shall be the day next following such ninetieth (90th) day. If SBG and Employee are unable to agree as to whether Employee is disabled, the question will be decided by either Seller a physician to be paid by SBG and designated by SBG, subject to the approval of Employee (which approval may not be unreasonably withheld) whose determination will be final and binding on the parties. Notwithstanding anything in this Section 4.1(b) or Buyerin this Agreement to the contrary, if: to the extent necessary to prevent a violation of section 409A of the Internal Revenue Code (and any guidance issued thereunder), “Disability” means a medically determinable physical or mental impairment which qualifies Employee for total disability benefits under the Social Security Act and/or which, in the opinion of the SBG (based upon such evidence as it deems satisfactory): (i) the Closing Date shall not have occurred on can be expected to result in death or prior to September 30last at least twelve (12) months, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or and (ii) will prevent Employee from performing any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsubstantial gainful activity.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual either Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written consent of Seller notice is given specifying the Breach and Buyerdemanding it to be remedied; (bi) by either Seller or Buyer, if: (i) Buyer if any of the conditions in Article VII has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if satisfaction of such party a condition is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby or becomes impossible (other than a Financing Failure Event arising out through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or related to Buyer’s breach) in which case Buyer shall pay before the Seller Termination Fee in accordance with Section 9.02(b)) Closing Date; or (ii) by Seller, if any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that of the conditions in Article VIII has not been vacated, withdrawn satisfied as of the Closing Date or overturned) restraining, enjoining if satisfaction of such a condition is or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of Seller to comply with their obligations under this Agreement; provided, that ) and Seller has not waived such condition on or before the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Closing Date; (c) by Seller, if: (i) any of the representations and warranties mutual consent of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementSeller; or (d) by Buyereither Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, if: 1998, or such later date as the parties may agree upon; or (e) (i) by Buyer if a material Breach of any provision of any of the representations Purchase Agreements has been committed by any party other than Buyer thereto and warranties of Seller contained in Article IV hereof shall fail such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written notice is given specifying the Breach and demanding it to be true and correct remedied, or (ii) there shall be by Buyer if any of the conditions precedent to Buyer's obligation to close any of the Purchase Agreements has not been satisfied as of the Closing Date or if satisfaction of such a breach by Seller of any covenant condition is or agreement of Seller in this Agreement that, in either case, becomes impossible (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(bBuyer to comply with its obligations under this Agreement) and (B) which is Buyer has not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller Parent and Buyerthe Company; (b) by either Seller or BuyerParent, if: (i) if the Closing Date Effective Time shall not have occurred on or prior to September 30by July 1, 2015 2001 (the “End "Termination Date”"); provided, however, that neither if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) are the conditions specified in Sections 5.3 and 5.8, or either of them, Parent may extend the Termination Date for successive thirty (30) day periods by providing to the Company written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a prior extension period expires, as the case may be, provided that the Termination Date may not be extended by the Parent pursuant to this proviso beyond July 2, 2001 (the "Final Termination Date"); provided further, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to Parent if the Parent's failure to fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Final Termination Date; (c) by the Company, if the Effective Time shall not have occurred by the Termination Date; provided, however, that if on the Termination Date the sole conditions to closing that remain unsatisfied (other than conditions to be satisfied at the Closing) is the condition specified in Sections 6.3, the Company may extend the Termination Date for successive thirty (30) day periods by providing to Parent written notice of such extension not less than one (1) business day prior to the Termination Date or the date upon which a prior day extension period expires, as the case may be, provided that the Termination Date may not be extended by the Company pursuant to this proviso beyond the Final Termination Date; provided further, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to the Company if the Company's failure to fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before the Final Termination Date; (d) by Parent or the Company, if a Governmental Entity shall have issued an order, decree or injunction or taken any other action (in each case, which the terminating party may terminate has used reasonable best efforts to resist, resolve or lift, as applicable) having the effect of making the transactions contemplated hereby illegal or permanently prohibiting the consummation thereof, and such order, decree or injunction shall have become final and nonappealable (but only if such party shall have used all reasonable best efforts to cause such order, decree or injunction to be lifted or vacated) or as a whole is reasonably expected to have a Material Adverse Effect on the business, condition, assets, liabilities, operations or financial performance of Parent or the Surviving Corporation following the consummation of the Merger; (e) by Parent, if the Board of Directors of the Company or any authorized committee of the Board of Directors of the Company, whether or not permitted pursuant to the terms hereof, (v) shall continue to treat as a Superior Proposal any proposal that is conditional upon the completion of a due diligence review and/or financing which conditions have not been satisfied within thirty (30) calendar days of the date that the Board of Directors of the Company first determines in good faith that, in the case of the Company, furnishing information to the third party, participating in discussions or negotiations with respect to the Superior Proposal or withdrawing or modifying its recommendation or recommending a Takeover Proposal, as applicable, is required for the Board of Directors of the Company to comply with its fiduciary duties to the Company and its Shareholders under applicable law, (w) shall fail to reaffirm its approval or recommendation of this Agreement and the Merger within 15 days after a request by Parent, (x) shall withdraw or modify in any manner adverse to Parent its approval or recommendation of this Agreement and the Merger, (y) shall approve or recommend any Takeover Proposal or Acquisition Transaction involving the Company or (z) shall resolve to take any of the actions specified in clause (v) (w), (x) or (y) above; (f) by either Parent or the Company, if the required approval and adoption of this Agreement and the Merger by the Shareholders of the Company shall not have been obtained at a duly held Shareholders meeting called for the purpose of obtaining such approval, including any adjournments or postponements thereof; and (g) by the Company, in accordance with Section 4.6(b); provided, however, in order for the termination of this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other thang) to be deemed effective, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) Company shall have complied with its obligationsall provisions contained in Sections 4.6(a), if any(b), under Section 6.04; (c) by Sellerand (d), if: (i) any including the notice provisions therein, and with applicable requirements of Section 7.3, including the payment of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementCompany Termination Fee.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller the Purchaser and Buyerthe Seller; (b) by either Seller or Buyer, if: (i) the Purchaser if the Closing Date shall has not have occurred taken place on or prior to September before the date that is thirty (30, 2015 () days following the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach date of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a any failure to secure on the proceeds part of the Financing in an amount sufficient Purchaser to consummate comply with or perform its covenants and obligations under this Agreement); (c) by the transactions contemplated hereby Seller if the Closing has not taken place on or before the date that is thirty (30) days following the date of this Agreement (other than as a Financing Failure Event arising out result of or related to Buyer’s breach) in which case Buyer shall pay any failure on the part of the Seller Termination Fee to comply with or perform any covenant or obligation set forth in accordance with Section 9.02(bthis Agreement); (d) by either the Purchaser or (ii) any the Seller if a court of competent jurisdiction or other Governmental Authority Body shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable order, withdrawn decree or overturned) ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated Transactions; (e) by the Purchaser if any of the Seller’s representations and warranties contained in this AgreementAgreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), or if any of the Seller’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller Purchaser may not terminate this Agreement pursuant to under this Section 9.01(c7.1(e) if Seller is on account of an inaccuracy in material the Seller’s representations and warranties, or on account of a breach of this Agreementa covenant by the Seller, unless: (i) such inaccuracy or breach would cause the conditions in Sections 5.1 or 5.2 not to be satisfied; and (ii) such inaccuracy or breach (if curable) is not cured by the Seller within 30 calendar days after receiving written notice from the Purchaser of such inaccuracy or breach; or (df) by Buyerthe Seller if any of the Purchaser’s representations and warranties contained in this Agreement shall have been inaccurate as of the date of this Agreement or shall have become inaccurate as of any subsequent date (as if made on such subsequent date), ifor if any of the Purchaser’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that neither the Seller may terminate this Agreement under this Section 7.1(f) on account of an inaccuracy in the Purchaser’s representations and warranties or on account of a breach of a covenant by the Purchaser unless: (i) any of such inaccuracy or breach would cause the representations and warranties of Seller contained conditions in Article IV hereof shall fail Section 6.1 or 6.2 not to be true satisfied; and correct or (ii) there shall be a such inaccuracy or breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, ) is not cured upon by the occurrence of the earlier of (1) the thirtieth (30th) day Purchaser within 30 calendar days after receiving written notice thereof is given by Buyer to from the Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsuch inaccuracy or breach.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of either the Purchaser or the Seller and Buyer; (b) by either Seller or Buyer, if: (i) if the Closing Date Transactions shall not have occurred on or prior to September 30been consummated by February 15th, 2015 2010 (the “End "Termination Date”"); provided, however, that neither a party may shall not be permitted to terminate this Agreement pursuant to this Section 9.01 8.1 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of Transactions by the Termination Date is attributable to a failure on the part of such party to secure perform any covenant in this Agreement required to be performed by such party at or prior to the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay Closing Date, and the Seller Termination Fee in accordance with shall not be permitted to terminate this Agreement pursuant hereto unless the Seller shall have made any payment required to be made to the Purchaser pursuant to Section 9.02(b)8.4; (b) by the Purchaser or (ii) any the Seller if a court of competent jurisdiction or other Governmental Authority Body shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatedorder, withdrawn decree or overturned) ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Transactions; (c) by the Seller if (the Agreement and Asset Sale shall not have been approved at the Shareholders' Meeting (or at any adjournment or postponement thereof) by the Required Shareholder Approval; provided, however, that (i) a party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) if the failure to have the Agreement and Asset Sale approved by the Required Shareholder Approval is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party at or prior to the Closing Date, and (ii) the Seller shall not be permitted to terminate this Agreement pursuant to this Section 8.1(c) unless the Seller shall have made any payment required to be made to the Purchaser pursuant to Section 8.4; (d) by the Purchaser if a Triggering Event shall have occurred; (e) by the Purchaser if (i) any of the Seller's representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, if: or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 6.1 would not be satisfied, or (ii) any of the Seller's covenants contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if an inaccuracy in any of the Seller's representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Seller is curable by the Seller and the Seller is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Purchaser may not terminate this Agreement under this Section 8.1(e) on account of such inaccuracy or breach; or (f) by the Seller if (i) any of the representations and warranties of Buyer the Purchaser contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement thatshall be inaccurate as of the date of this Agreement, in either case, (A) would result in the failure or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 8.03(a7.1 would not be satisfied, or (ii) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence any of the earlier covenants of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate Purchaser contained in this Agreement pursuant to this shall have been breached such that the condition set forth in Section 9.01(c) 7.2 would not be satisfied; provided, however, that if Seller is an inaccuracy in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail the Purchaser as of a date subsequent to be true and correct the date of this Agreement or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) covenant by the Purchaser is curable by the Purchaser and the Purchaser is continuing to exercise all reasonable efforts to cure such inaccuracy or Section 8.02(b) and (B) which is not curable orbreach, if curable, is not cured upon then the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to under this Section 9.01(d8.1(f) on account of such inaccuracy or breach. (g) By the Purchaser if Buyer it is in material breach not satisfied with the results of this Agreementits due diligence investigation. (h) Notwithstanding any of the foregoing the parties may agree to extend to the closing date.

Termination Events. This Agreement may be terminated and The Cash Manager or the transactions contemplated herein may be abandoned, at any time prior to the ClosingGuarantor: (a) by mutual may (with the prior written consent of Seller and Buyerthe Bond Trustee, which consent shall not be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to the interests of the Covered Bondholders) terminate this Agreement with respect to the Account Bank in the event that the matters specified in paragraph (i), (vi), (vii), or (viii) below occur; (b) by either Seller or Buyershall (with the prior written consent of the Bond Trustee, if: (i) the Closing Date which consent shall not have occurred on or prior be withheld unless the Bond Trustee determines that the termination of this Agreement would be materially prejudicial to September 30, 2015 (the “End Date”); provided, that neither party may interests of the Covered Bondholders) terminate this Agreement pursuant with respect to the Account Bank in the event that any of the matters specified in paragraphs (iii) to (v) (inclusive) below occurs, (c) in the event that any of the matters specified in paragraph (ii) or (ix) below occur, will take the actions described in Section 4.1(f) of the Cash Management Agreement and the Guarantor will terminate this Section 9.01 if Agreement, in each case by serving a written notice of termination on the Account Bank (such party is in material breach termination to be effective three Canadian Business Days following service of this Agreement (other thansuch notice and, in the case of Buyer’s right under this Section 9.01(b(c), a failure by Buyer to perform its obligation to consummate no later than five Canadian Business Days following the Closing solely as a result occurrence of a failure to secure the proceeds any of the Financing matters specified therein) directing the Account Bank to transfer all funds standing in an amount sufficient the Guarantor Accounts maintained by the Account Bank to consummate a third party selected by the transactions contemplated hereby Guarantor (other than or the Cash Manager on its behalf) and, on the same day, serving (if applicable) a Financing Failure Event arising out Stand-By Account Bank Notice on the Stand-By Account Bank, in any of the following circumstances: (i) if a deduction or related to Buyer’s breach) withholding for or on account of any Tax is imposed, or it appears likely that such a deduction or withholding will be imposed, in which case Buyer shall pay respect of the Seller Termination Fee in accordance interest payable on any Guarantor Account held with Section 9.02(b)) or the Account Bank; (ii) any court if one or other Governmental Authority shall have issuedmore Rating Agencies downgrades the unsecured, enactedunsubordinated and unguaranteed debt obligations or issuer default rating, enteredas applicable, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting of the transactions contemplated by this Agreement; provided, that Account Bank below the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Account Bank Required Ratings; (ciii) if the Account Bank, otherwise than for the purposes of such amalgamation, merger or reorganization as is referred to in paragraph (iv) below, ceases or, through an authorized action of the board of directors of the Account Bank, threatens to cease to carry on all or substantially all of its business or the Account Bank; (iv) if an order is made or an effective resolution is passed for the winding-up of the Account Bank except a winding-up for the purposes of or pursuant to a solvent amalgamation, merger or reorganization the terms of which have previously been approved in writing by Sellerthe Guarantor and the Bond Trustee (such approval not to be unreasonably withheld or delayed); (v) an Insolvency Proceeding occurs in respect of the Account Bank; or (vi) default is made by the Account Bank in the performance or observance of its covenants and obligations, if: or a breach by the Account is made of any of its representations and warranties under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g) and 8.1(h); (ivii) default is made by the Account Bank in the performance or observance of any of its other covenants and obligations under this Agreement and such default continues unremedied for a period of thirty (30) days after the earlier of the Account Bank becoming aware of such default and receipt by the Account Bank of written notice from the Bond Trustee requiring the same to be remedied; (viii) if the Account Bank materially breaches its obligations under this Agreement, the Guaranteed Deposit Account Contract and/or the Security Agreement, or any of the representations and warranties of Buyer contained the Account Bank hereunder (other than the representations, warranties and covenants under Sections 8.1(d), 8.1(e), 8.1(f), 8.1(g) and 8.1(h)) or thereunder is incorrect in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer any material respect, provided that Rating Agency Condition is satisfied for the termination of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) following such breach or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreementmisrepresentation; or (dix) by Buyer, if: an Issuer Event of Default occurs (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer the Account Bank is in material breach of this Agreementthe Issuer or an Affiliate thereof).

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe Parties hereto; (b) by either Seller Buyer or BuyerSeller, by written notice to the other if: : (i) the Closing Date shall not have occurred been consummated on or prior to September 30before the Termination Date, 2015 (unless extended by written agreement of the “End Date”)Parties hereto; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 11.1(b) shall not be available to any Party whose failure by Buyer to perform or comply with any of its obligation to consummate obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or occur by such date; or (ii) any court or other Governmental Authority shall have enacted, promulgated, issued, enacted, entered, promulgated entered or enforced (A) any Law prohibiting the Transactions or Governmental Order making them illegal, or (that is B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;nonappealable. (c) by Seller, if: Buyer: (i) any of if the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) Sections 8.1 shall not have been satisfied on or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Termination Date; provided that or (ii) if all of the conditions set forth in Article VIII shall have been satisfied and Seller may shall not terminate this Agreement have made all of the deliveries required by Section 9.4 on or before ten (10) days following the date designated for Closing pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement9.1; or (d) by Buyer, if: Seller: (i) any of if the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) 8.2 shall not have been satisfied on or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Termination Date; provided that Buyer may or (ii) if all of the conditions set forth in Article VIII shall have been satisfied and (i) the Buying Parties shall not terminate this Agreement have made all of the deliveries required by Section 9.2 or Section 9.3 on or before ten (10) days following the date designated for Closing pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement9.1.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the ClosingClosing Date, whether before or after the Surviving Company Shareholder Approval and Seller Shareholder have been obtained: (a) by mutual written consent of Seller and Buyerthe Surviving Company; (b) by either Seller or Buyer, if: the Surviving Company: (i) if, upon a vote at a duly held Surviving Company Shareholders Meeting or any adjournment thereof at which the Closing Date Surviving Company Shareholder Approval shall have been voted upon, the Surviving Company Shareholder Approval shall not have occurred been obtained; (ii) if, upon a vote at a duly held Seller Shareholders Meeting or any adjournment thereof at which Seller Shareholder Approval shall have been voted upon, Seller Shareholder Approval shall not have been obtained; (iii) if the Sale shall not have been consummated on or prior before December 31, 1999, unless the failure to September 30, 2015 (consummate the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party Sale is in the result of a material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(bAgreement; (iv) if any Governmental Entity shall have complied with its obligationsissued an order, if anyinjunction, under Section 6.04;decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Sale and such order, injunction, decree, ruling or other action shall have become final and nonappealable; or (v) in the event of a material breach by the other party of any representation, warranty, covenant or other agreement contained in this Agreement that cannot be or has not been cured within 30 days after the giving of written notice to the breaching party of such breach (a "Material Breach") (provided that the terminating party is not then in Material Breach of any representation, warranty, covenant or other agreement contained in this Agreement); or (c) by Seller, if: (i) the Surviving Company in the event of any material breach by any Principal Seller Shareholder of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence terms of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Shareholders' Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingterminated: (a) by mutual written consent the Buyer if a material breach of any provision of this Agreement has been committed by the Seller or Parent, and Buyersuch breach has not been either (i) waived in writing, or (ii) cured within ten (10) days after notice of such breach is delivered by Buyer to the Seller; (b) by the Seller if a material breach of any provision of this Agreement has been committed by the Buyer or Carmell and such breach has not been either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30waived in writing, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issuedif capable of being cured, enacted, entered, promulgated or enforced any Law or Governmental Order cured within ten (that 10) days after notice of such breach is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting delivered by the transactions contemplated by this Agreement; provided, that the party seeking Seller to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Buyer; (c) by Seller, if: (i) the Buyer if any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions precedent set forth in Section 8.03(a8.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of January 17, 2025 or Section 8.03(bif satisfaction of such a condition becomes impossible (other than through failure of the Buyer to comply with its obligations under this Agreement) and (B) which is the Buyer has not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orwaived such condition on or before such date; (d) by Buyer, if: (i) the Seller if any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions precedent set forth in Section 8.02(a8.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of January 17, 2025 or Section 8.02(bif satisfaction of such a condition becomes impossible (other than through failure of the Seller or Parent to comply with their respective obligations under this Agreement) and the Seller has not waived such condition on or before such date; (Be) which is not curable orby the Buyer if, if curable, is not cured upon since the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach date of this Agreement, there has been, or there has occurred any event which would be reasonably likely to result in, any Material Adverse Effect; and (f) by mutual written agreement of the Buyer, on the one hand, and the Seller, on the other hand.

Termination Events. This Agreement may may, by written notice given prior to or at the Closing, be terminated terminated: 11.1.1 By mutual consent of the Acquiror and the Shareholders (acting jointly); 11.1.2 By the Acquiror, if any of the conditions in Section 9 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholders (acting jointly), if any of the conditions in Section 10 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 By either the Acquiror or the Shareholders (acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby; 11.1.4 By the Acquiror, at any time if, prior to the Closing: (a) by mutual written consent Closing Date, the Company or any Shareholder is in material breach of Seller any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 11.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.5 By the Shareholders (other than, in the case of Buyer’s right under this Section 9.01(bacting jointly), a failure by Buyer if, prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient to consummate date of notice of default served by the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s Shareholders claiming such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c11.1.6 shall not be available to the Shareholders (acting jointly) if Seller any Shareholder is in material breach of this Agreement; or (d) by Buyer, if: (i) any Agreement at the time notice of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which termination is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementdelivered.

Termination Events. This By notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingas follows: (a) by mutual written consent Buyer if a material Breach of any provision of this Agreement has been committed by Seller and such Breach has not been waived by Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in a material breach Breach of any provision of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure has been committed by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that such Breach has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated waived by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Seller; (c) by Seller, if: (i) Buyer if any of condition precedent for the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement benefit of Buyer in this Agreement that, Section 2.7(a) and in either case, Article VI has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (A) would result in other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date; (d) by Seller if any condition precedent for the benefit of Seller in Section 2.7(b) or in Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition set forth in Section 8.03(aby such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), and Seller has not waived such condition on or before such date; (e) or Section 8.03(b) and (B) which is not curable or, by Buyer if curable, is not cured upon the occurrence as a result of Buyer’s communications with key clients of the earlier Business or otherwise, certain key clients have indicated their intention not to do business with Buyer as successor of Seller in the operation of the Business, in such a manner which would have a Material Adverse Effect; (1f) the thirtieth (30th) day after written notice thereof is given by Seller to mutual consent of Buyer and Seller; (2g) by Buyer if the day that is five Closing has not occurred within ten (510) Business Days prior to days following the End Date; provided that Seller may not terminate date of this Agreement pursuant to this Section 9.01(c) if Seller or such later date as the parties may agree upon, unless the Buyer is in material breach Breach of this Agreement; or (dh) by Buyer, if: Seller if the Closing has not occurred within ten (i10) any days following the date of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thator such later date as the parties may agree upon, in either case, (A) would result in unless the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach Breach of this Agreement.

Termination Events. This Notwithstanding anything herein to the contrary, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent agreement of Seller REC and Buyer; (b) by written notice of either Seller REC or Buyer, Buyer to such other Party if: : (i) the Closing Date shall has not have occurred by the close of business on or prior to September 30November 1, 2015 2018 (the “End Outside Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that there is in effect a final and non-appealable and that has not been vacated, withdrawn or overturned) Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, Buyer by written notice to REC if: : (i) any of condition to the representations and warranties obligations of Buyer contained set forth in Article V hereof shall fail to be true 9 or Article 10 has become reasonably incapable of fulfillment and correct or such condition is not waived in writing by Buyer; (ii) there shall be a (A) any Seller is in breach by Buyer of any representation or warranty or any covenant or agreement of Buyer contained in this Agreement thatAgreement, in either casethe Bid Procedures Order and/or the Sale Order, (AB) such breach would result in the a failure of a condition set forth in Section 8.03(a) Article 9 or Section 8.03(b) Article 10 and (BC) which is such breach has not curable or, if curable, is not been cured upon the occurrence of by the earlier of (1) twenty (20) Business Days after the thirtieth (30th) day after giving of written notice thereof is given by Seller Buyer to Buyer Sellers of such breach and (2) the day that is five Outside Date; (5iii) Business Days prior any Seller files a motion to have the Bankruptcy Court enter an Order dismissing, or converting the Bankruptcy Case into cases under chapter 7 of the Bankruptcy Code or appointing a trustee in the Bankruptcy Case or appointing an examiner with enlarged power related to the End Date; provided that Seller may operation of the Business (beyond those set forth in Section 1106(a)(3) or (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code; (iv) the Sale Order is not terminate entered by the Bankruptcy Court within thirty (30) days of the execution of this Agreement pursuant to this Section 9.01(cby all Parties; (v) if Seller the Sale Order is in material breach amended, modified, vacated, reversed, or terminated without the prior written consent of this Agreement; orBuyer; (d) by Buyer, REC by written notice to Buyer if: : (i) any condition to the obligations of the representations and warranties of Seller contained Sellers set forth in Article IV hereof shall fail to be true 10 or Article 11 has become incapable of fulfillment and correct such condition is not waived in writing by Sellers; (A) Buyer breaches any representation or (ii) there shall be a breach by Seller of warranty or any covenant or agreement of Seller contained in this Agreement that, in either caseAgreement, (AB) such breach would result in the a failure of a condition set forth in Section 8.02(a) Article 10 or Section 8.02(b) Article 11 and (BC) which is such breach has not curable or, if curable, is not been cured upon the occurrence of by the earlier of (1) twenty (20) Business Days after the thirtieth (30th) day after giving of written notice thereof is given by REC to Buyer to Seller of such breach and (2) the day that Outside Date; (e) automatically with no further action by any Party if the Bankruptcy Court shall have entered an order approving a Competing Bid as the Successful Bidder, Buyer is the Backup Bidder (as defined in the Bid Procedures Order) and the transaction contemplated by such Competing Bid either (i) is thereafter consummated or (ii) has not terminated but has not yet been consummated by the date forty-five (545) Business Days prior days after the Sale Hearing (as defined in the Bid Procedures Order); provided, however, that no Party shall be entitled to the End Date; provided that Buyer may not terminate this Agreement pursuant to this under Section 9.01(d12.1(b)(i), Section 12.1(c)(i), Section 12.1(c)(ii), or Section 12.1(d) if Buyer is in material such Party’s breach of this Agreementany representations or warranties set forth herein or such Party’s breach of its covenants and agreements hereunder (or with respect to Sellers under the Bid Procedures Order and/or the Sale Order) causes any of the conditions to Closing set forth in Article 10 and/or Article 11 for a breach by Sellers, or Article 9 and/or Article 10, for a breach by Buyer, not to be satisfied.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent either the Buyer or the Selling Parties if a material Breach of Seller any provision of this Agreement has been committed by any other Party and Buyersuch Breach has not been waived; (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 Buyer if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds any of the Financing conditions in an amount sufficient to consummate Section 6.1 has not been satisfied as of the transactions contemplated hereby Outside Date or if satisfaction of such a condition is or becomes impossible (other than a Financing Failure Event arising out through the failure of or related the Buyer to Buyer’s breachcomply with its obligations under this Agreement) in which case and the Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn waived such condition on or overturned) restraining, enjoining or otherwise prohibiting before the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Outside Date; (c) by Sellerthe Selling Parties, if: (i) if any of the representations and warranties conditions in Section 6.2 has not been satisfied as of Buyer contained in Article V hereof shall fail to be true and correct the Outside Date or if satisfaction of such a condition is or becomes impossible (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(bany Selling Party to comply with its obligations under this Agreement) and (B) which is the Selling Parties have not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Outside Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or; (d) by the Buyer, if: if the FTC, Antitrust Division or any other Governmental Authority requires the submission of additional information or documentary material (second request), pursuant to the provisions of the ▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇▇ ▇▇ ▇.▇.▇. §▇▇▇(▇)) or any other applicable Antitrust Laws; (e) by the Selling Parties, if (i) any the conditions set forth in Sections 6.1 and 6.2 (other than those that require deliveries or are tested at the time of Closing, which conditions could be satisfied if the representations and warranties Closing had occurred at the time of Seller contained such termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article IV hereof shall fail to be true and correct or VIII, (ii) there shall be a breach by Seller of any covenant or agreement of Seller the Selling Parties have irrevocably certified in this Agreement thatwriting that they are ready, in either casewilling and able to consummate the Closing, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1iii) the thirtieth (30th) day after written notice thereof is given by Buyer fails to Seller and consummate the Contemplated Transactions within two (2) the day that is five (5) Business Days prior following receipt of written notice from the Selling Parties as to the End Datesatisfaction of such conditions and the Selling Parties’ willingness to consummate the Closing; provided that or (f) by mutual written consent of the Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementand the Selling Parties.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: If (i) the Closing Date Leased Premises shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), be taken by a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) Taking or (ii) any court substantial portion of the Leased Premises shall be taken by a Taking or other Governmental Authority all or any substantial portion of the Leased Premises shall be damaged or destroyed by a Casualty and, in such case, Tenant certifies to Landlord that it will forever abandon operations at the Leased Premises (each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a "Termination Event"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a Condemnation Notice and (y) in the case of (ii) above, Tenant shall have issuedthe option, enactedwithin thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, enteredas the case may be, promulgated or enforced any Law or Governmental Order to give to Landlord and Lender written notice of the Tenant's option to terminate this Lease (that a "Termination Notice") in the form described in Paragraph 18(b). (b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date"), (ii) a binding and irrevocable offer of Tenant to purchase the Leased Premises for an amount equal to the Termination Amount and (iii) if the Termination Event is final an event described in Paragraph 18(a)(ii), the certification described therein and non-appealable a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and that Tenant shall commence to determine the Fair Market Value of the Leased Premises. (c) If Landlord shall reject such offer to purchase the Leased Premises by written notice to Tenant (a "Rejection"), which Rejection shall contain the written consent of Lender, not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate on the Termination Date; provided that, if Tenant has not been vacatedsatisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen on or prior to the Termination Date (collectively, withdrawn or overturned"Remaining Obligations") restrainingon the Termination Date, enjoining or otherwise prohibiting then Landlord may, at its option, extend the transactions contemplated by date on which this Agreement; providedLease may terminate to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder shall terminate except for any Surviving Obligations, that the party seeking to terminate pursuant to this Section 9.01(b(ii) Tenant shall promptly vacate and shall have complied with no further right, title or interest in or to any of the Leased Premises and (iii) the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a Rejection and, on the date when this Lease would otherwise terminate as provided above, Landlord shall not have received the full amount of the Net Award payable by reason of the applicable Termination Event, then on the Termination Date Tenant shall assign to Landlord all of its obligationsright, title and interest, if any, under Section 6.04;in and to the Net Award. (cd) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof Unless Tenant shall fail to be true and correct or (ii) there shall be have received a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is Rejection not curable or, if curable, is not cured upon the occurrence of the earlier of (1) later than the thirtieth (30th) day after written notice thereof following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer. If such offer is given accepted by Seller Landlord then, on the Termination Date, Tenant shall pay to Buyer and Landlord (2or Lender if the Mortgage requires or permits Lender to so require) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) Termination Amount and all Remaining Obligations and, if Seller is in material breach of this Agreement; or (d) requested by BuyerTenant, if: Landlord shall (i) any of convey to Tenant the representations Leased Premises or the remaining portion thereof, if any, and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant pay to or agreement of Seller assign to Tenant its entire interest in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is Net Award, all in material breach of this Agreementaccordance with Paragraph 20.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe parties hereto; (b) by either Seller Buyer or BuyerSeller, by written notice to the other if: : (i) the Closing Date shall not have occurred been consummated on or prior to September 30before 5:00 p.m., 2015 (Chicago time on the “End Termination Date”), unless extended by written agreement of the Parties hereto; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 11.1(b) shall not be available to any Party whose failure by Buyer to perform or comply with any of its obligation to consummate obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or occur by such date; or (ii) any court or other Governmental Authority shall have enacted, promulgated, issued, enacted, entered, promulgated entered or enforced (A) any Law prohibiting the Transactions or Governmental Order making them illegal, (that is B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;nonappealable. (c) by Seller, if: Buyer: (i) if any of the representations and warranties conditions set forth in Sections 7.1 shall have become incapable of Buyer contained in Article V hereof shall fail to be true and correct or fulfillment; (ii) there shall be a breach by Buyer if all of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Article VII shall have been satisfied and the Seller shall not have made all of the deliveries required by Sections 9.3 or 9.4 on or before ten (10) days following the date designated for Closing pursuant to Section 8.03(a9.1; or (iii) or if the Supplemental Information disclosed by Seller pursuant to Section 8.03(b) 6.12 demonstrates that a Material Adverse Effect has occurred and (B) which is not curable or, if curable, is not capable of being cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Termination Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or. (d) by Buyer, if: Seller: (i) if any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.02(a7.2 shall have become incapable of fulfillment; (ii) or Section 8.02(b) if all of the conditions set forth in Article VII shall have been satisfied and (Bi) which is the Buying Parties shall not curable or, if curable, is not cured upon the occurrence have made all of the earlier of deliveries required by Sections 9.2 or 9.4 on or before ten (110) days following the thirtieth date designated for Closing pursuant to Section 9.1; or (30thiii) day after written notice thereof is given by Buyer to Seller and within two (2) the day that is five (5) Business Days prior (but not thereafter) following the date its board of directors authorizes Seller to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementnegotiate and execute a definitive acquisition agreement providing for a Superior Proposal.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent either Parent, on the one hand, or the Company, on the other, if a material Breach of Seller any provision of this Agreement has been committed by the other party and Buyersuch Breach has not been waived; (b) by either Seller or Buyer, if: (i) by Parent if any of the conditions in Section 7 has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if satisfaction of such party a condition is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby or becomes impossible (other than a Financing Failure Event arising out through the failure of Parent to comply with its obligations under this Agreement) and Parent has not waived such condition on or related to Buyer’s breach) in which case Buyer shall pay before the Seller Termination Fee in accordance with Section 9.02(b)) Closing Date; or (ii) by the Company, if any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that of the conditions in Section 8 has not been vacated, withdrawn satisfied as of the Closing Date or overturned) restraining, enjoining if satisfaction of such a condition is or otherwise prohibiting becomes impossible (other than through the transactions contemplated by failure of the Company to comply with its obligations under this Agreement; provided, that ) and the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Company has not waived such condition on or before the Closing Date; (c) by Seller, if: Parent if (i) any the Company's Board of Directors withdraws or modifies its recommendation of the representations and warranties Transactions (other than for the purpose of Buyer contained in Article V hereof shall fail accepting an Acquisition Proposal or by reason of Parent's failure to be true and correct or comply with its obligations under this Agreement), (ii) there shall be a breach an Acquisition Proposal is accepted by Buyer of any covenant or agreement of Buyer in this Agreement that, in either casethe Company, (Aiii) would result in the failure of a condition set forth in Section 8.03(aCompany willfully breaches this Agreement, (iv) the Company's shareholders do not approve the Arrangement on or Section 8.03(bbefore September 30, 1999 or (v) and (B) which is not curable or, if curable, is not cured upon the occurrence shareholders of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is Company owning more than five percent (5%) Business Days prior to of the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orCompany Shares exercise Dissent Rights or other statutory appraisal rights; (d) by Buyer, if: the Company (i) any if Parent willfully breaches this Agreement or Parent's Board of Directors withdraws or modifies its recommendation of the representations and warranties Transactions (other than by reason of Seller contained in Article IV hereof shall fail the failure of the Company to be true and correct comply with its obligations under this Agreement), or (ii) there shall be upon (x) the determination of the Company's Board of Directors that an Acquisition Proposal constitutes a breach Superior Proposal, and (y) payment by Seller the Company of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition amount set forth in Section 8.02(a5.8(b) hereof; (e) by mutual consent of Parent and the Company; or (f) by either Parent or Section 8.02(b) and the Company if the Closing has not occurred (B) which is not curable or, if curable, is not cured upon other than through the occurrence failure of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer any party seeking to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with its obligations under this Agreement) on or before September 30, 1999, or such later date as the parties may agree upon.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyerthe parties hereto; (b) after six months from the date hereof by either Seller or Buyer, if: (i) any party by notice to the other party if the Closing Date shall not have occurred been consummated on or prior to September 30, 2015 (the “End Date”)such date; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 10.1(b) shall not be available if such failure by Buyer to perform its obligation to consummate the Closing solely as results primarily from a result breach by the terminating party of a failure to secure the proceeds of the Financing any representation, warranty or covenant contained in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) Purchaser upon written notice to Seller if any event occurs or condition exists that would render impossible the satisfaction of one or more conditions to the representations and warranties obligations of Buyer contained in Article V hereof shall fail Purchaser to be true and correct or (ii) there shall be a breach consummate the Closing contemplated by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition as set forth in Section 8.03(a) or Section 8.03(b) and Article VII (B) which is not curable or, if curable, is not cured upon the occurrence other than as a result of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material a breach of this Agreement; orAgreement by Purchaser), and Purchaser has not waived such condition; (d) by BuyerSeller upon written notice to Purchaser if any event occurs or condition exists that would render impossible the satisfaction of one or more conditions to the obligations of Seller to consummate the Closing contemplated by this Agreement as set forth in Article VII (other than as a result of a breach of this Agreement by Seller), if: and Seller has not waived such condition; or (e) by any party, if a final order, decree or ruling enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement has been issued by (i) any of federal or state court in the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct United States having jurisdiction or (ii) there shall be a breach by Seller of any covenant similar court or agreement of Seller in this Agreement thatGovernmental Authority (unless such order, in either casedecree or ruling has been withdrawn, (A) would result in the failure of a condition set forth in Section 8.02(a) reversed or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementotherwise made inapplicable).

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, Contemplated Transactions abandoned at any time prior to the Closing: (a) by mutual written consent of Seller Ashland and Buyer; (b) by either Seller or Buyer, if: Ashland if (i) the Closing Date Buyer shall not have occurred on breached or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer failed to perform any of its obligation to consummate the Closing solely as a result of a representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby perform (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a4.1 or 4.3 and (y) (A) cannot be cured by the End Date or Section 8.03(b) and (B) which is not curable or, if curable, is not capable of being cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided , shall not have been cured within thirty (30) days following receipt of written notice from Ashland of such breach or failure to perform or any shorter period of time that Seller may remains between the date of such written notice and the End Date or (ii) if all of the conditions set forth in Sections 4.1 and 4.2 have been satisfied or waived (other than the condition set forth in Section 4.1(d) and other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and Buyer fails to consummate the transactions contemplated by this Agreement within five Business Days following the date the Closing should have occurred pursuant to Section 3.1 and the Company stood ready and willing to consummate during such period (it being understood that, during such period of five Business Days following the date the Closing should have occurred pursuant to Section 3.1, Buyer shall not be entitled to terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or8.1(e)(ii)); (dc) by Buyer, if: Buyer if (i) Ashland shall have breached or failed to perform any of the representations and warranties of Seller its representations, warranties, covenants or other agreements contained in Article IV hereof shall fail this Agreement, which breach or failure to be true and correct or perform (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a4.1 or 4.2 and (y) (A) cannot be cured by the End Date or Section 8.02(b) and (B) which is not curable or, if curable, is not capable of being cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date, shall not have been cured within thirty (30) days following receipt of written notice from Buyer of such breach or failure to perform or any shorter period of time that remains between the date of such written notice and the End Date. (d) by Buyer on the circumstances contemplated by Section 7.3(b); provided that or (e) by either Ashland or Buyer may if (i) any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or enjoining the Contemplated Transactions or(y) the final and nonappealable entry of any Legal Restraint preventing the Contemplated Transactions or (ii) the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with its obligations under this Agreement) on or before April 30, 2011 or such later date as the parties may agree upon (such date, the “End Date”).

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time prior to the Closing: , be terminated (ai) by mutual written consent Purchaser, if a breach of any provision of this Agreement has been committed by Seller and such breach has not been waived, in writing, by Purchaser or cured by Seller within thirty (30) days of notice by Purchaser to Seller of such breach; (ii) by Seller, if a breach of any provision of this Agreement has been committed by Purchaser and such breach has not been waived, in writing, by Seller or cured by Purchaser within thirty (30) days of notice by Seller to Purchaser of such breach; (iii) by Purchaser, if any of the conditions in Section 6.2 has not been satisfied on or before July 31, 2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition on or before the Closing Date; (iv) by Seller, if any of the conditions in Section 6.3 has not been satisfied on or before July 31, 2006, or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with their respective obligations under this Agreement) and Buyer; Seller has not waived such condition on or before the Closing Date; (bv) by either the Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 Purchaser if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority authority shall have issuedissued an order, enacteddecree or ruling or taken any other action permanently enjoining, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining restraining or otherwise prohibiting the transactions contemplated by this Agreement; providedAgreement and such order, that the party seeking to terminate pursuant to this Section 9.01(b) decree, ruling or other action shall have complied with its obligations, if any, under Section 6.04; become final and nonappealable; or (cvi) by mutual written consent of Purchaser and Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) Subject to Section 4(d), this Agreement shall automatically terminate (without the requirement of notice to or by any person) upon the occurrence of any of the following (each, an “Automatic Termination Event”): (i) the failure of the Company to consummate the Exchange Offer by May 30, 2019; provided that, to the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days (such date, as so extended if applicable, the “Expiration Date”); (ii) the occurrence of an Event of Acceleration pursuant to Sections 501(a)(4), (5), (6), (7) or (8) of the Indenture; or (iii) by the mutual written consent of Seller the Company and Buyer;the Requisite Noteholders. (b) by either Seller or BuyerSubject to Section 4(d), if: the Requisite Noteholders shall have the right, but not the obligation, upon five Business Days’ notice to the Company, to terminate this Agreement upon the occurrence of any of the following (each, a “Consenting Noteholder Termination Event”): (i) the Closing Date Company fails to comply with any of its agreements or covenants under the Interest Deferral Agreement or breaches any representation or warranty of the Company set forth in the Interest Deferral Agreement; (ii) the shareholders of the Company do not approve the Exchange Offer and the issuance of the Preferred Shares in accordance with applicable law and the Company’s estatuto social on or before March 15, 2019; (iii) definitive documentation setting forth Acceptable Other Indebtedness Terms shall not have occurred been agreed to by the Company and each creditor under such Other Indebtedness on or prior before the consummation of the Recapitalization; (iv) the Company does not launch the Exchange Offer on or before April 29, 2019; provided that, to September 30the extent the Company has previously submitted the applicable Offering Documents to the CNV on or before April 1, 2015 2019, and the Company in good faith believes that it will require additional time to obtain the CNV’s approval of such Offering Documents, the Company may (without the “End consent of any other party, but upon written notice to the Consenting Noteholders) extend, one time only, such date by no more than 30 calendar days; (v) the occurrence of an Event of Default (as defined in the Indenture) pursuant to the terms of the Indenture (as in effect on the date hereof), other than an Event of Default related to the Payment Deferral; (vi) the issuance by any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Recapitalization beyond the Expiration Date”); provided, that neither party may terminate ; (vii) a breach by the Company of any of its agreements or covenants in this Agreement pursuant or breaches any representation and warranty of the Company in this Agreement; (viii) the Company publicly announces its intention not to this Section 9.01 if such party is in material breach comply with the terms of this Agreement; (ix) the Interest Deferral Agreement is terminated according to its terms; or (other than, x) the occurrence of (i) any material adverse change in the case of Buyer’s right under this Section 9.01(bbusiness, condition (financial or otherwise), a failure by Buyer to perform results of operations properties, assets or prospects of the Company and its obligation to consummate the Closing solely Subsidiaries, taken as a result whole; (ii) any material adverse change in the ability of a failure to secure the proceeds of the Financing in an amount sufficient Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (other than a Financing Failure Event arising out iii) any material adverse change in the ability of or related the Company to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) perform any of its obligations under this Agreement; or (iiiv) any court or other Governmental Authority material adverse change in any of the rights and remedies of the Consenting Noteholders under this Agreement. (c) Subject to Section 4(d), the Company shall have issuedthe right, enactedbut not the obligation, enteredupon five Business Days’ notice to the Consenting Noteholders, promulgated to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by more Consenting Noteholders of this Agreement; provided, however, that to the extent that non-breaching Consenting Noteholders party seeking to terminate pursuant to this Section 9.01(b) shall have complied Agreement continue to be the beneficial owners of at least 85% of the aggregate principal amount of the Notes, the Company may only terminate this Agreement with its obligations, if any, under Section 6.04respect to the breaching Consenting Noteholder(s); (cii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by Seller, if: any Authority or any court of competent jurisdiction of any ruling or order that prevents or delays the consummation of the Recapitalization beyond the Expiration Date; or (iii) the failure of the conditions set forth in clause (i) any under the caption “Conditions” in Exhibit A hereto to be satisfied within 45 calendar days after the date the Exchange Offer is launched by the Company. (d) Upon the earlier of the representations occurrence of the Termination Date or the consummation of the Exchange Offer, this Agreement shall terminate and warranties all obligations of Buyer contained the Parties hereunder shall automatically and immediately terminate, and be of no further force and effect; provided that the provisions of Sections 2(j), 2(k), 2(l) (solely, in Article V hereof the case of Section 2(k) and 2(l), in the event of consummation of the Exchange Offer), 8, 10, 11 and 12, and the obligations of the Parties with respect thereto, shall fail to be true and correct survive any such termination until such provisions are terminated by mutual written agreement of the Parties. For purposes of this Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in on the failure fifth Business Day following the delivery of a condition set forth in notice by the Requisite Noteholders pursuant to Section 8.03(a4(b) (Consenting Noteholder Termination Event) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon by the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement Company pursuant to this Section 9.01(c4(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementCompany Termination Event).

Termination Events. This Agreement may be terminated and by delivery of a written notice to each of the transactions contemplated herein may be abandoned, at any time prior to the Closingother parties hereto as follows: (a) by Globalstar, Loral and the Informal Noteholders Committee (as a group), upon mutual written consent agreement of Seller Globalstar and Buyerall Parties in Interest prior to entry of the Confirmation Order; (b) by either Seller Globalstar, Loral or Buyerthe Informal Noteholders Committee (as a group), if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in upon material breach of this Agreement (by any other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04hereto; (c) by SellerGlobalstar, if: Loral or the Informal Noteholders Committee (i) any as a group), upon the taking of an action materially inconsistent with this Agreement or the terms and conditions of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach MOU by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement party hereto pursuant to this Section 9.01(c2(c) if Seller is in material breach of this Agreement; or; (d) by BuyerGlobalstar, Loral or the Informal Noteholders Committee (as a group), upon entry of an order by the Bankruptcy Court confirming any plan for Globalstar other than the Proposed Plan; (e) by Globalstar, Loral or the Informal Noteholders Committee (as a group), if holders of more than 20% in the aggregate principal amount, on a per issue basis, of the Senior Notes that are not members of the Informal Noteholders Committee shall take actions which are materially adverse to the obligations hereunder of the respective members of the Informal Noteholders Committee; (f) by Globalstar, Loral or the Informal Noteholders Committee (as a group), if there shall be any material amendment of, supplement to, modification to, or severance of any provision of, the Proposed Plan which is materially inconsistent with the terms and conditions of the MOU (including, without limitation, a material amendment of, supplement to, modification to, or severance of, the release and indemnification provisions of the MOU), except if any such material amendment of, supplement to, modification to, or severance of any provision of, the Proposed Plan is consented to by all parties hereto; (g) by Loral or the Informal Noteholders Committee (as a group), if: : (i) any of Globalstar has not commenced the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct Chapter 11 Cases on or before February 15, 2002 (the "Commencement Date"); (ii) there the Proposed Plan and the related disclosure statement (the "Disclosure Statement") shall be a breach not have been filed by Seller the Proponents pursuant to sections 1121 and 1125 of any covenant or agreement the Bankruptcy Code and Federal Rule of Seller in this Agreement that, in either case, Bankruptcy Procedure 3016 within 60 days of the Commencement Date; (iii) the Disclosure Statement shall not have been approved by the Bankruptcy Court within the earlier of (A) would result in 60 days after the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) date the Disclosure Statement is filed, and (B) which is 120 days after the Commencement Date, but in no event shall the Disclosure Statement be approved by the Bankruptcy Court prior to the expiration of the Diligence Period; (iv) the Confirmation Order shall not curable or, if curable, is not cured upon the occurrence of have been entered within the earlier of (1A) 75 days after the date the Disclosure Statement is approved, and (B) 195 days after the Commencement Date; and (v) the thirtieth Proposed Plan shall not have become effective as defined in the Proposed Plan within the earlier of (30thA) day 60 days after written notice thereof is given by Buyer to Seller the date of the Confirmation Order, and (2B) 255 days after the day that is five Commencement Date. (5h) Business Days prior by the Informal Noteholders Committee (as a group) pursuant to the End Dateterms of Section 3 hereof; provided that Buyer may not terminate this Agreement and (i) by Loral or the Informal Noteholders Committee (as a group) pursuant to this the terms of Section 9.01(d) if Buyer is in material breach of this Agreement4 hereof.

Termination Events. This Agreement may be terminated and by any of Purchaser, the transactions contemplated herein may be abandonedCompany or any Selling Shareholder, at any time prior if the terminating party is not the cause of a failure of a condition for the Closing, by written notice to the Closingother party, upon the occurrence of any of the following: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, if: (i) on the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties conditions precedent to the obligations of Buyer contained the terminating party set forth in Article V hereof VIII of this Agreement shall fail to be true not have been satisfied; and correct or (ii) there satisfaction of such condition shall not have been waived by the terminating party; provided that, the Company and/or Selling Shareholders shall have thirty (30) days following any notice of failure of satisfaction of any such condition to effect a cure of such failure (and the Closing shall be a breach by Buyer postponed to accommodate any such thirty (30) day cure period); (b) the FCC denies or designates for hearing the application referenced in Section 6.1 of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which such designation is not curable or, if curable, is not cured reversed upon the occurrence pleadings of the earlier of parties; (1c) the thirtieth (30th) day after written notice thereof Station's normal broadcast transmission is given by Seller to Buyer and (2) the day that is continuously interrupted for a period of not less than five (5) Business Days prior consecutive days and the cause of such interruption is not or cannot be cured on or before sixty (60) days from the date that the Closing would otherwise occur or, if cured, would have after the Closing a Material Adverse effect on the operation of the Station as to materially and adversely alter the End Date; provided that Seller may normal operation of the Station as presently conducted; (d) the parties shall mutually agree to terminate this Agreement; (e) the Closing shall not have occurred (other than through the failure of any party seeking to terminate this Agreement pursuant to comply fully with its obligations under this Agreement) on or before June 30, 1998, or such later date upon which the parties may agree. Notwithstanding this Section 9.01(c) if Seller 10.1(e), in the event the FCC Consent has not been granted on or before June 30, 1998, and provided that Purchaser is not in material breach of its obligations under this AgreementAgreement and has timely filed an appropriate application for the FCC Consent and has diligently used best practices to obtain the grant of said application as expeditiously as practicable, the Closing Date shall be extended to a date not later than September 30, 1998 (or such later date upon which the parties may agree); or (df) by BuyerPurchaser does not have adequate financing fully funded on or before September 30, if: (i) any of 1997 in order to pay the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement entire Purchase Price pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller Alliqua and BuyerAquaMed; (b) by either Seller or Buyer, if: (i) Alliqua if the Closing Date shall has not have occurred taken place on or prior before February 15, 2019 (other than as a result of any failure on the part of Alliqua to September 30comply with or perform its covenants and obligations under this Agreement); (c) by AquaMed if the Closing has not taken place on or before February 15, 2015 2019 (other than as a result of any failure on the “End Date”part of AquaMed to comply with or perform any covenant or obligation set forth in this Agreement); (d) by either Alliqua or AquaMed, if a court of competent jurisdiction or other Governmental Body shall have issued an Order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Contribution or the Distribution; provided, that neither party may a Party shall not be permitted to terminate this Agreement pursuant to this Section 9.01 7.1(d) if the issuance of such party Order or the taking of such action is attributable to the failure of such Party to perform in any material breach of respect any covenant or obligation in this Agreement required to be performed by such Party at or prior to the Closing; (other thane) by Alliqua, if any of AquaMed’s covenants or representations and warranties contained in the case of Buyer’s right under this Section 9.01(b)Agreement shall have been breached in any material respect, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds if (i) such breach would cause any of the Financing conditions in an amount sufficient ARTICLE 2 or ARTICLE 3 not to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or be satisfied; and (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order such breach (that if curable) is final and non-appealable and that has not been vacated, withdrawn or overturnedcured by AquaMed within thirty (30) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04calendar days after receiving written notice from Alliqua of such breach; (cf) by SellerAquaMed if any of Alliqua’s covenants or representations and warranties contained in this Agreement shall have been breached in any material respect, if: in either case if (i) any of such inaccuracy or breach would cause the representations and warranties of Buyer contained conditions in Article V hereof shall fail ARTICLE 2 or ARTICLE 3 not to be true satisfied; and correct or (ii) there shall be a such inaccuracy or breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, ) is not cured upon the occurrence of the earlier of by Alliqua within thirty (130) the thirtieth (30th) day calendar days after receiving written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach from AquaMed of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct such inaccuracy or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.breach;

Termination Events. This (a) Seller may terminate this Agreement may be terminated and the transactions contemplated herein may be abandoned, by delivery of notice of termination to Purchaser if at any time prior to the ClosingClosing Date: (ai) Purchaser fails or refuses to perform in any material respect any obligation or covenant to be performed by mutual written consent it pursuant to this Agreement prior to the Closing Date and the breach has not been cured within ten business days following the receipt of notice by Purchaser of the breach; or (ii) Any of the conditions in Section 8 of this Agreement has not been satisfied as of the Drop Dead Date or, if satisfaction of such a condition is or becomes impossible (other than through the failure of such Seller and Buyer;to comply with its obligations under this Agreement), Seller have not waived such condition on or before Drop Dead Date. (b) by either Seller or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party Purchaser may terminate this Agreement by delivery of notice of termination to Seller if any time prior to the Closing Date: (i) Seller fails or refuses to perform in any material respect any obligation or covenant to be performed by it pursuant to this Agreement prior to the Closing Date which has not been cured within ten business days following receipt of notice of the breach; or (ii) Any of the conditions set forth in Section 9.01 if such party is in material breach 7 of this Agreement (other than, in the case has not been satisfied as of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as Date or, if satisfaction of such a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby condition is or becomes impossible (other than a Financing Failure Event arising out through the failure of or related Purchaser to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance comply with Section 9.02(bits obligations under this Agreement)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that Purchaser has not been vacated, withdrawn waived such condition on or overturned) restraining, enjoining or otherwise prohibiting before the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;Drop Dead Date. (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in The parties may terminate this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days at any time prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementClosing Date by mutual written consent; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer Any party may not terminate this Agreement pursuant by delivery of notice of termination to this Section 9.01(d) the other party if Buyer is the Closing has not occurred on or before the Drop Dead Date, or such later date as the parties may agree upon in material breach of this Agreementwriting.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Purchase may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller Sellers and BuyerPurchaser; (b) by either Seller Sellers or BuyerPurchaser, if: : (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b9.1(b)(i) shall have complied with its obligations, if any, under Section 6.046.3; or (ii) the Closing Date shall not have occurred on or prior to the date that is ninety (90) days from the date of this Agreement (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.1(b)(ii) if such party is in material breach of this Agreement; (c) by SellerSellers, if: (i) any of the representations and warranties of Buyer Purchaser contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer Purchaser of any covenant or agreement of Buyer Purchaser in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.03(a) 7.3(a), Section 7.3(b), or Section 8.03(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is given by Seller Sellers to Buyer Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Seller Sellers may not terminate this Agreement pursuant to this Section 9.01(c9.1(c) if any Seller is in material breach of this Agreement; or (d) by BuyerPurchaser, if: (i) any of the representations and warranties of any Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by any Seller of any covenant or agreement of Seller Sellers in this Agreement that, in either case, (Ax) would result in the failure of a condition set forth in Section 8.02(a7.2(a), Section 7.2(b) or Section 8.02(b7.1(d) and (By) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) 30th day after written notice thereof is given by Buyer Purchaser to Seller Sellers and (2) the day that is five (5) Business Days prior to the End Date; provided provided, that Buyer Purchaser may not terminate this Agreement pursuant to this Section 9.01(d9.1(d) if Buyer Purchaser is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and The occurrence of any one or more of the transactions contemplated herein may be abandoned, at any time prior to the Closing------------------ following events shall constitute a Termination Event: (a) (i) the Transferor, the Collection Agent or CompuCom shall fail to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (ii) of this Section 7.1(a) or the covenant set forth in Section 5.1(k)) and such failure shall remain unremedied for ten (10) days, or (ii) the Collection Agent shall fail to make any payment or deposit to be made by mutual written consent of Seller and Buyer;it hereunder or under any other document delivered pursuant hereto when due or the Collection Agent shall fail to observe or perform any term, covenant or agreement on the Collection Agent's part to be performed under Section 2.8(b) hereof; or (b) any representation, warranty, certification or statement made by either Seller of the Transferor, the Collection Agent or Buyer, if: CompuCom in this Agreement or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made (i) the Closing Date provided that any -------- such breach with respect to a Receivable shall not constitute a Termination Event hereunder if such breach shall have occurred on been cured by the Transferor pursuant to Section 2.9 or prior to September 30, 2015 (the “End Date”8.4); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;or (c) by Seller, if: (i) any either of the representations and warranties Transferor or CompuCom shall default in the performance of Buyer contained in Article V hereof shall fail any payment or undertaking (other than those covered by clause (a) above) or to be true and correct performed or (ii) there shall be a breach by Buyer of observed under any covenant other provision hereof or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) Receivables Purchase Agreement or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement under any other document delivered pursuant to this Section 9.01(c) if Seller is in material breach of this Agreementhereto or thereto; or (d) failure of either of the Transferor or CompuCom, as initial Collection Agent, or any of their Subsidiaries to pay when due any amounts due under any agreement under which any Indebtedness greater than $10,000,000 is governed; or the default by Buyereither of the Transferor or CompuCom or any of their Subsidiaries in the performance of any term, if: provision or condition contained in any agreement under which any Indebtedness greater than $10,000,000 was created or is governed, regardless of whether such event is an "event of default" or "default" under any such agreement; or any Indebtedness greater than $10,000,000 shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or (e) any Event of Bankruptcy shall occur with respect to the Transferor, the Collection Agent, CompuCom or any Subsidiary of either the Transferor, the Collection Agent or CompuCom; or (f) the Transferor shall, for any reason, fail to have a valid ownership interest in the Receivables and the Related Security and Collections with respect thereto; or (g) either CompuCom or the Transferor shall enter into any transaction or merger whereby it is not the surviving entity; or (h) there shall have occurred and be continuing any event or condition which materially affects the Transferor's, CompuCom's or the Collection Agent's ability to either collect the Receivables or to perform under this Agreement or the Receivables Purchase Agreement; or (i) any the Liquidity Provider or the Credit Support Provider shall have given notice that an event of default has occurred and is continuing under its agreements with the representations Company; or (j) the Commercial Paper issued by the Company shall not be rated at least "A-2" by Standard & Poor's and warranties of Seller contained in Article IV hereof shall fail at least "P-2" by Moody's; or (i) the Percentage Factor exceeds the Maximum Percentage Factor unless the Transferor reduces the Net Investment on the next day, bringing the Percentage Factor to be true and correct less than or equal to 98% or (ii) there the Percentage Factor equals or exceeds 100% at any time or (iii) the Receivables Purchase Agreement shall have terminated pursuant to Section 8.1 thereof; or (l) the Dilution Ratio averaged for any three-month period exceeds 7%; or (m) the Loss to Liquidation Ratio averaged for any three-month period exceeds 1.50%; or (n) the Delinquency Ratio averaged for any three-month period exceeds 15.0%; or (o) CompuCom's Leverage Ratio (as such term is defined in Exhibit N herein) exceeds (i) 4.25 to 1 at the end of any fiscal quarter ending prior to and including December 31, 2000 and (ii) 3.75 to 1 at the end of any fiscal quarter thereafter; or (p) CompuCom's Fixed Charge Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.25 to 1 at the end of any fiscal quarter; or (q) CompuCom's Tangible Net Worth (as such term is defined in Exhibit N herein) falls below an amount equal to the sum of (i) $130,000,000, plus (ii) 75% of cumulative Net Income (as such term is defined in Exhibit N herein) for the period from, but not including March 31, 1997 through the date of calculation (but excluding from the calculation of such cumulative Net Income the effect, if any, of any fiscal quarter (or portion of a fiscal quarter not then ended) of CompuCom for which Net Income was a negative number), plus (iii) 75% of the Net Cash Proceeds (as such term is defined in Exhibit N herein) received by CompuCom as a result of any offering of Equity (as such term is defined in Exhibit N herein) or pursuant to any conversion or exchange of convertible Indebtedness (as such term is defined in Exhibit N herein) or preferred Capital Stock (as such term is defined in Exhibit N herein) or into common Capital Stock of CompuCom, plus (iv) an amount equal to the net worth of any Person (as such term is defined in Exhibit N herein) that becomes a Subsidiary (as such term is defined in Exhibit N herein) of CompuCom or is merged into or consolidated with CompuCom or any Subsidiary of CompuCom or substantially all of the assets of which are acquired by CompuCom or any Subsidiary of CompuCom to the extent the purchase price paid therefor is paid in equity securities of CompuCom or any Subsidiary of CompuCom; or (r) CompuCom's Asset Coverage Ratio (as such term is defined in Exhibit N herein) falls below 1.10 to 1 at the end of any fiscal quarter; or (s) CompuCom's ratio of Funded Debt (as such term is defined in Exhibit N herein) to Capital (as such term is defined in Exhibit N herein) exceeds 0.65 to 1 at the end of any fiscal quarter; or (t) if all or any part of the capital stock of the Transferor held (beneficially or otherwise) by CompuCom or the Subordinated Note (as defined in the Receivables Purchase Agreement) shall be pledged or otherwise be subject to a breach by Seller security interest in favor of any covenant Person, and NationsBank of Texas, N.A. or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) any such other Person shall commence any action to foreclose on any such pledge or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementsecurity interest.

Termination Events. This Subject to the provisions of Section 6.2, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time by written notice given prior to the Closingeffectiveness of the Merger in the manner hereinafter provided, as follows: (a) by mutual the Stockholders, on the one hand, or by JDH and JQHA, on the other hand, if: (i) either the Stockholders on one hand, or JQH and JQHA on the other hand, in their sole and absolute discretion, following negotiations under Section 2.1, have not executed and delivered written consent of Seller acceptance of, and Buyeracknowledged the intent to be bound at Closing by, the finally negotiated Transaction Agreements by midnight Central Standard Daylight Savings Time, June 2, 2005; (bii) by either Seller or Buyerat any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, if: funding thereunder is not available to the borrower upon the borrower's satisfaction of all applicable terms and conditions thereunder; or (iiii) the Closing Date shall not have occurred on or prior to September 30before December 31, 2015 (the “End Date”)2005; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such 6.1(a)(iii) will not be available to any party is in material breach whose failure to perform or observe any of its obligations under this Agreement (other thanor any Transaction Agreement has been the cause of, in or resulted in, the case failure of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds occur on or before such date. (b) by mutual written consent of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04parties hereto; (c) by SellerJDH and JQHA, if: (i) if any of the representations and warranties Stockholders materially breaches any of Buyer contained in Article V hereof shall fail to be true and correct its representations, warranties, covenants or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in other agreements under this Agreement thatand, in either case, (A) would result in the failure with respect to any breach of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable orcovenant contained herein, if curable, such breach is not cured upon the occurrence of the earlier of within ten (110) the thirtieth (30th) day days after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End DateStockholders by JDH or JQHA; provided provided, however, that Seller may no cure period will be permitted for any such breach that by its nature cannot terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach be cured or as a result of this Agreementsuch breach; or (d) by Buyerthe Stockholders, if: (i) if either JDH or JQHA materially breaches any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct its representations, warranties, covenants or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in other agreements under this Agreement thatand, in either case, (A) would result in the failure with respect to any breach of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable orcovenant contained herein, if curable, such breach is not cured upon the occurrence of the earlier of within ten (110) the thirtieth (30th) day days after written notice thereof is given to JDH and JQHA by Buyer to Seller and (2) the day Stockholders; provided, however, that is five (5) Business Days prior to the End Date; provided no cure period will be permitted for any such breach that Buyer may by its nature cannot terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach be cured or as a result of this Agreementsuch breach.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by If either Seller or Buyer, if: (i) the Closing Date all of any Related Premises shall not have occurred on be taken by a Taking or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach ii) any substantial portion of this Agreement (other thanany Related Premises shall be taken by a Taking or all or any substantial portion of any Related Premises shall be totally damaged or destroyed by a Casualty and, in the case of Buyer’s right under this Section 9.01(ba Casualty, Tenant certifies and covenants to Landlord that it will abandon operations at the Related Premises for a period of not less than five (5) Lease Years, (any one or all of the Related Premises described in the above clauses (i) and (ii) above being hereinafter referred to as the "Affected Premises" and each of the events described in the above clauses (i) and (ii) shall hereinafter be referred to as a "Termination Event"), then (x) in the case of (i) above, Tenant shall be obligated, within thirty (30) days after Tenant receives a failure by Buyer Condemnation Notice and (y) in the case of (ii) above, Tenant shall have the option, within thirty (30) days after Tenant receives a Condemnation Notice or thirty (30) days after the Casualty, as the case may be, to perform its obligation give to consummate Landlord written notice (a "Termination Notice") in the Closing solely as a result of a failure to secure the proceeds form described in Paragraph 18(b) of the Financing in an amount sufficient Tenant's election to consummate terminate this Lease as to the transactions contemplated hereby Affected Premises. If Tenant elects under clause (other than y) above not to give Landlord a Financing Failure Event arising out of Termination Notice, then Tenant shall rebuild or related to Buyer’s breach) in which case Buyer shall pay repair the Seller Termination Fee Leased Premises in accordance with Section 9.02(bParagraphs 17 and 19. (b) A Termination Notice shall contain (i) notice of Tenant's intention to terminate this Lease as to the Affected Premises on the first Basic Rent Payment Date which occurs at least ninety (90) days after the Fair Market Value Date (the "Termination Date")) or , (ii) any court or other Governmental Authority a binding and irrevocable offer of Tenant to pay the Termination Amount and (iii) if the Termination Event is an event described in Paragraph 18(a)(ii), the certification and covenant described therein and a certified resolution of the Board of Directors of Tenant authorizing the same. Promptly upon the delivery to Landlord of a Termination Notice, Landlord and Tenant shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking commence to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;determine Fair Market Value. (c) If Landlord shall reject such offer by SellerTenant to pay to Landlord the Termination Amount as to the Affected Premises pursuant to Paragraph 18(b) above by written notice to Tenant (a "Rejection") which Rejection shall contain the written consent of Lender to Landlord's rejection of Tenant's offer to pay the Termination Amount, if: not later than thirty (30) days following the Fair Market Value Date, then this Lease shall terminate as to the Affected Premises on the Termination Date; provided that, if Tenant has not satisfied all Monetary Obligations and all other obligations and liabilities under this Lease which have arisen as to the Affected Premises (collectively, "Remaining Obligations") on or prior to the Termination Date, then Landlord may, at its option, extend the date on which this Lease may terminate as to the Affected Premises to a date which is no later than the first Basic Rent Payment Date after the Termination Date on which Tenant has satisfied all Remaining Obligations. Upon such termination (i) all obligations of Tenant hereunder as to the Affected Premises shall terminate except for any Surviving Obligations, (ii) Tenant shall immediately vacate and shall have no further right, title or interest in or to any of the representations Affected Premises and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (iiiii) there the Net Award shall be retained by Landlord. Notwithstanding anything to the contrary hereinabove contained, if Tenant shall have received a breach Rejection and, on the date when this Lease would otherwise terminate with respect to the Affected Premises as provided above, Landlord shall not have received the full amount of the Net Award payable by Buyer reason of any covenant or agreement the applicable Termination Event, then the date on which this Lease is to terminate with respect to the Affected Premises shall be automatically extended to the first Basic Rent Payment Date after the receipt by Landlord of Buyer in this Agreement the full amount of the Net Award provided that, in either caseif Tenant has not satisfied all Remaining Obligations on such date, (A) would result in then Landlord may, at its option, extend the failure of date on which this Lease may terminate as to the Affected Premises to a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Remaining Obligations. (d) Unless Tenant shall have received a Rejection not curable or, if curable, is not cured upon the occurrence of the earlier of (1) later than the thirtieth (30th) day after written notice thereof following the Fair Market Value Date, Landlord shall be conclusively presumed to have accepted such offer from Tenant to pay the Termination Amount. If such offer from Tenant to pay the Termination Amount is given accepted by Seller Landlord then, on the Termination Date, Tenant shall pay to Buyer Landlord the Termination Amount and all Remaining Obligations and, if requested by Tenant, Landlord shall convey to Tenant or its designee the Affected Premises or the remaining portion thereof, if any, and any Net Award, all in accordance with Paragraph 20. (2e) In the day that is five (5) Business Days prior event of the termination of this Lease as to the End DateAffected Premises as hereinabove provided, this Lease shall remain in full force and effect as to the Remaining Premises; provided provided, that Seller may not terminate this Agreement pursuant the Basic Rent for the Remaining Premises to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) be paid after such termination shall be the Basic Rent otherwise payable hereunder with respect to the Leased Premises multiplied by Buyer, if: (i) any a percentage equal to the sum of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition percentages set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon on Exhibit "F" for the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementRemaining Premises.

Termination Events. This Without prejudice to other remedies which may be available to the Parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe Parties; (b) by either Seller Buyer or BuyerSeller, by written notice to the other if: : (i) the Closing Date shall not have occurred been consummated on or prior to September 30before the Termination Date, 2015 (unless extended by written agreement of the “End Date”)Parties; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a 10.1(b) shall not be available to any Party whose failure by Buyer to perform or comply with any of its obligation to consummate obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or occur by such date; or (ii) any court or other Governmental Authority shall have enacted, promulgated, issued, enacted, entered, promulgated entered or enforced (A) any Law prohibiting the Transactions or Governmental Order making them illegal, or (that is B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;nonappealable. (c) by Seller, if: Buyer: (i) any of if the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.03(a7.2 shall have become incapable of fulfillment; or (ii) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence all of the earlier conditions set forth in ARTICLE VII shall have been satisfied and Seller shall not have made all of (1) the thirtieth (30th) day after written notice thereof is given deliveries required by Seller to Buyer and (2) Section 8.3 on or before the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement date designated for Closing pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement8.1; or (d) by Buyer, if: Seller: (i) any of if the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.02(a7.3 shall have become incapable of fulfillment; or (ii) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence all of the earlier conditions set forth in ARTICLE VII shall have been satisfied and Buyer shall not have made all of (1) the thirtieth (30th) day after written notice thereof is given deliveries required by Buyer to Seller and (2) Section 8.2 on or before the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement date designated for Closing pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement8.1.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of Seller the Company and Buyerthe Purchaser; (b) by either Seller the Company or Buyerthe Purchaser, if: (i) if the Closing Date shall not have occurred on or prior to September been consummated by April 30, 2015 (the “End Date”)2013 for any reason; provided, however, that neither party may the right to terminate this Agreement pursuant to under this Section 9.01 if 7.2(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such party is in date and such action or failure to act constitutes a material breach of this Agreement Agreement; (c) by either Company or the Purchaser, if a governmental entity shall have issued an order, decree or ruling or taken any other thanaction after the date hereof, in any case having the case effect of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; providedClosing, that the party seeking to terminate pursuant to this Section 9.01(b) which order, decree, ruling or other action shall have complied with its obligations, if any, under Section 6.04become final and non-appealable; (cd) by Sellerthe Company, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be upon a breach by Buyer of any representation, warranty, covenant or agreement on the part of Buyer the Purchaser set forth in this Agreement thatAgreement, or if any representation or warranty of the Purchaser shall have become untrue, in either case, (A) would result in case such that the failure of a condition conditions set forth in Section 8.03(a) 5.1 or Section 8.03(b) and (B) which is 5.2 would not curable or, if curable, is not cured upon the occurrence be satisfied as of the earlier time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Purchaser’s representations and warranties or breach by the Purchaser is curable by the Purchaser through the exercise of its commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 7.2(d) for thirty (130) the thirtieth (30th) day days after delivery of written notice thereof is given by Seller to Buyer and (2) from the day that is five (5) Business Days prior Company to the End Date; Purchaser of such breach, provided the Purchaser continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that Seller the Company may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or paragraph (d) if such breach or inaccuracy by Buyer, if: the Purchaser is cured during such thirty (i30) any of day period); (e) by the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be Purchaser upon a breach by Seller of any representation, warranty, covenant or agreement on the part of Seller the Company set forth in this Agreement thatAgreement, or if any representation or warranty of the Company shall have become untrue, in either case, (A) would result in case such that the failure of a condition conditions set forth in Section 8.02(a) 4.1 or Section 8.02(b) and (B) which is 4.2 would not curable or, if curable, is not cured upon the occurrence be satisfied as of the earlier time of such breach or as of the time such representation or warranty shall have become untrue, provided, that if such inaccuracy in the Company’s representations and warranties or breach by the Company is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this Agreement under this Section 7.2(e) for thirty (130) the thirtieth (30th) day days after delivery of written notice thereof is given by Buyer to Seller and (2) from the day that is five (5) Business Days prior Purchaser to the End Date; Company of such breach, provided the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that Buyer the Purchaser may not terminate this Agreement pursuant to this Section 9.01(dparagraph (e) if Buyer such breach or inaccuracy by the Company is in material breach cured during such thirty (30)-day period); or (f) by the Purchaser, if a Material Adverse Effect has occurred prior to the Closing with respect to the Company; provided, that if such Material Adverse Effect is curable by the Company through the exercise of its commercially reasonable efforts, then the Purchaser may not terminate this AgreementAgreement under this Section 7.2(f) for thirty (30) days after delivery of written notice from the Purchaser to the Company of such Material Adverse Effect, provided the Company continues to exercise commercially reasonable efforts to cure such Material Adverse Effect (it being understood that the Purchaser may not terminate this Agreement pursuant to this paragraph (f) if such Material Adverse Effect is cured during such thirty (30)-day period).

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the ClosingClosing as follows: (a) by mutual the written consent of Seller the Company and Buyerthe Converting Holders’ Representative; (b) by either Seller Company upon written notice to MediGuide and Converting Holders’ Representative if there has been a material breach by the Converting Holders or BuyerMediGuide of any covenant, if: representation, or warranty contained in this Agreement such that the conditions to the Closing contained in Section 3.5(a)(i) or Section 3.5(a)(ii) cannot be satisfied, except that (i) if such material breach is capable of being cured by the Closing Date shall Drop Dead Date, the Company will not have occurred on or prior be entitled to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach10.1(b) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End delivery by the Company to the Converting Holders’ Representative of written notice thereof, delivered at least twenty (20) days prior to such termination (or such shorter period of time as remains prior to the Drop Dead Date; provided that Seller may not ), stating the Company’s intention to terminate this Agreement pursuant to this Section 9.01(c10.1(b) and the basis for such termination, it being understood that the Company will not be entitled to terminate this Agreement if Seller such material breach has been cured prior to such termination and (ii) the right to terminate this Agreement pursuant to this Section 10.1(b) will not be available to the Company if it is then in breach of any provision of this Agreement which breach would give rise to the failure of the conditions set forth in Article XI; (c) by the Converting Holders’ Representative (so long as neither the Converting Holders nor MediGuide is then in material breach of any provision of this Agreement) upon written notice to the Company if the Company has breached, violated or failed to perform or there is any inaccuracy of or untruth in any of its respective representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions to the Closing contained in Section 3.5(b)(i) or Section 3.5(b)(ii) cannot be satisfied and such breach has not been cured on or prior to the Drop Dead Date; or (d) by Buyereither the Company, if: (i) on one hand, or the Converting Holders’ Representative, on the other hand, if any of the representations and warranties of Seller contained in Article IV hereof shall fail conditions to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition Closing set forth in Section 8.02(a) or Section 8.02(b) and 3.5 have not been satisfied by January 31, 2026 (B) which is not curable orthe “Drop Dead Date”), if curable, is not cured upon it being understood that the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer right to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d10.1(d) if Buyer is in material will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach by such Party of this Agreement) has been the primary cause of, or primarily resulted in, the failure of the Closing to have occurred prior to the Drop Dead Date.

Termination Events. (a) This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by written notice given prior to or at the Closing, be terminated: (ai) (A) by mutual written consent the Buyer if a material breach of any provision of this Agreement has been committed by the Seller and Buyer; such breach has not been waived or (bB) by either the Seller or Buyer, if: (i) if a material breach of any provision of this Agreement has been committed by the Closing Date shall Buyer and such breach has not have occurred on or prior to September 30, 2015 (the “End Date”)been waived; provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such breach is capable of being cured a party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to under this Section 9.01(c8.1(a) until a period of thirty (30) days has expired from the date of notice of such breach without such breach having been cured; (ii) (A) by the Buyer if Seller satisfaction of any of the conditions in Article VI is in or becomes impossible (other than through the material breach by the Buyer of its obligations under this Agreement) and the Buyer has not waived such condition or (B) by the Seller if satisfaction of any of the conditions in Article VII is or becomes impossible (other than through the material breach by the Seller of its obligations under this Agreement) and the Seller has not waived such condition; (iii) by written mutual consent of the Buyer and the Seller; or (div) by Buyer, if: the Seller (i) any other than through the breach of the representations and warranties Seller of Seller contained in Article IV hereof shall fail to be true and correct its obligations under this Agreement) or the Buyer (ii) there shall be a other than through the breach by the Buyer of its obligations under this Agreement) if the Closing has not occurred on or before one hundred fifty (150) days after the date hereof, or such later date as the Buyer and the Seller of any covenant or agreement of may agree. (b) If GSE Approval is not obtained, the Buyer and the Seller in this Agreement that, in either case, (A) would result in shall take the failure of a condition actions set forth in Section 8.02(a) or Section 8.02(b) 2.6, including to enter into an agreement terminating this Agreement and (B) the Transaction Documents, which is not curable or, if curable, is not cured upon agreement shall set forth the occurrence rights and obligations of the earlier of (1) the thirtieth (30th) day parties after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementtermination.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingterminated: (a) by the mutual written consent of Seller Purchaser and BuyerSeller; (b) by either Seller or BuyerPurchaser if by 12:00 a.m. (Pacific Time) on August 2, if: 2021 (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”), and any condition set forth in Section 7 (other than any condition to be satisfied at the Closing) has not been satisfied or waived as of the time of the End Date; provided, however, that neither party may Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 9.01 9.1(b) if such party is in material Purchaser’s breach of any representation, warranty, covenant or agreement under this Agreement (other than, resulted in the case failure of Buyer’s right any condition set forth in Section 7 to be satisfied by the End Date; (c) by Seller if by the End Date, any condition set forth in Section 8 has not been satisfied or waived as of the End Date; provided, however, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.1(c) if a breach of any representation, warranty, covenant or agreement under this Agreement by Seller or UAV resulted in the failure of any condition set forth in Section 9.01(b), 8 to be satisfied by such time on the End Date; (d) by Purchaser or Seller if: (i) a failure by Buyer to perform its obligation to consummate the Closing solely as a result court of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court competent jurisdiction or other Governmental Authority Entity shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable Order or shall have taken any other action, withdrawn or overturned) having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementStock Purchase; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach any applicable Legal Requirement enacted, promulgated, issued or deemed applicable to the Stock Purchase by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) Governmental Entity that would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence make consummation of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.Stock Purchase illegal;

Termination Events. This Agreement may be terminated and terminated, before or after the transactions contemplated herein may Closing of any Funding, by a Funding Party (provided, that such termination will be abandoned, at any time prior effective with respect to the Closing:Company and such terminating Funding Party, but not with respect to the Company and any other Funding Party that has not terminated this Agreement): (a) by mutual written consent of Seller at any time after December 1, 2003 (the "Termination Date"); provided, that such Termination Date shall be extended to December 31, 2003 if (i) the Company has obtained the Stockholder Approval prior to December 1, 2003 and Buyer(ii) the Company has waived its rights under the Alternative Funding Letters; (b) by either Seller if a court of competent jurisdiction or Buyerother Governmental Entity shall have issued an order, if: decree or ruling (iwhich order, decree or ruling the parties shall use their reasonable best efforts to have lifted) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach taken other action permanently restraining or enjoining or otherwise prohibiting any of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay by the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court Transaction Agreements, and such order, decree, ruling or other Governmental Authority action shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is become final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04appealable; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a upon breach by Buyer of any representation, warranty, covenant or agreement on the part of Buyer the Company set forth in this Agreement thatAgreement, or if any representation or warranty of the Company shall have become untrue, in either case, (A) would result in the failure of a case such that any condition set forth in Section 8.03(a) 7.1 can not be satisfied on or Section 8.03(b) and before the Termination Date; (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(cd) if Seller is in material breach there shall have been a (i) Material Adverse Effect or (ii) failure by the Company to obtain the Stockholder Approval at the first meeting of stockholders held after the date of this Agreement; (e) if the Company shall have (i) changed its jurisdiction of incorporation; (ii) succeeded to all or any substantial part of the liabilities of any other entity; (iii) directly or indirectly, consolidated with or merged into any other person or permitted any other person to consolidate with or merge into it or engaged in any other corporate reorganization; (iv) sold, leased, conveyed, abandoned or otherwise disposed of all or substantially all or any substantial part of its assets in one transaction or a series of transactions; (v) engaged in a transaction or series of transactions (other than the Rights Offering, a Common Stock Investment or a Debt Investment) in which more than twenty percent (20%) of the voting power of the Company directly or indirectly may be issued, transferred or disposed of (including by exercise, exchange or conversion of derivative securities) to a person other than a Funding Party; (vi) incurred, assumed or guaranteed any indebtedness for borrowed money or incurred Encumbrances (other than pursuant to the Prior Note, Bridge Notes or any New Company Notes) in excess of $3 million; (vii) taken any action to effect or allow the dissolution, winding up or liquidation of the Company or the insolvency of, or the appointment of an assignee for the benefit of creditors of, or of a receiver for, the Company; (viii) filed a petition in bankruptcy or allowed such a petition to be filed against the Company or (ix) agreed or committed to do any of the foregoing; or (df) by Buyer, if: (i) if First Republic Bank or any direct or indirect assignee of any of its rights under the representations and warranties Prior Note or with respect to the indebtedness reflected in connection therewith has demanded payment pursuant to the Guaranty or if there has occurred any event of Seller contained in Article IV hereof shall fail to be true and correct default or (ii) there shall be a breach by Seller of any covenant the Company under the agreements or agreement of Seller instruments entered into in this Agreement thatconnection with such indebtedness (including, in either casewithout limitation, (A) would result in the failure of a condition set forth in Section 8.02(aPrior Note) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon there has occurred any event of default or breach by the occurrence of Company under the earlier of (1) agreements or instruments entered into in connection with the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementBridge Notes.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent either the Buyer Parent or the Seller if (i) the Closing has not occurred (other than through the failure of Seller and Buyerany Party seeking to terminate this Agreement to comply in all material respects with its obligations under this Agreement) on or before the date that is 75 days after the date of this Agreement, or such later date as the Parties may agree upon (the “Outside Date”); provided, however, that if the sole reason that the Closing has not occurred is that the condition set forth on Section 3.5(a) has not been fulfilled on or prior to the date that is 75 days after the date of this Agreement, such date shall automatically be extended to the date that is 90 days after the date of this Agreement, which date shall be the “Outside Date” for all purposes of this Article XI, or (ii) any condition set forth in Section 3.5 is incapable of being satisfied prior to the Outside Date; (b) by either Seller or Buyer, if: the Buyer Parent (i) but only so long as the Closing Date shall Buyer is not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right its obligations under this Section 9.01(b)Agreement) if there has been a material breach of any representation, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds warranty, covenant or agreement of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of Seller or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee Stockholders such that one or more of the conditions to Closing set forth in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final 3.3 and non-appealable and that has Section 3.5 are not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting capable of being fulfilled as of the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Outside Date; (c) by Seller, if: the Seller Representative (ibut only so long as the Seller and the Seller Stockholders are not in material breach of their respective obligations under this Agreement) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) if there shall be has been a material breach by Buyer of any representation, warranty, covenant or agreement of the Buyer in this Agreement that, in either case, (A) would result in such that one or more of the failure of a condition conditions to Closing set forth in Section 8.03(a) or 3.4 and Section 8.03(b) and (B) which is 3.5 are not curable or, if curable, is not cured upon the occurrence capable of being fulfilled as of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Outside Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any mutual consent of the representations Buyer Parent and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementSeller.

Termination Events. This By notice given prior to or at the Closing, subject to Section 12(b), this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingas follows: (ai) by mutual written consent Buyer if a material breach of any provision of this Agreement has been committed by Seller and such breach has not been waived by Buyer or, prior to notice of termination from Buyer, been cured by Seller; (ii) by Seller if a material breach of any provision of this Agreement has been committed by Buyer and such breach has not been waived by Seller or, prior to notice of termination from Seller, been cured by Buyer; (biii) by either Buyer if any condition in Section 10 has not been satisfied as of the date specified for Closing in the first sentence of Section 4 or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date; (iv) by Seller if any condition in Section 11 has not been satisfied as of the date specified for Closing in the first sentence of Section 4 or Buyerif satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), if: and Seller has not waived such condition on or before such date; (iv) by mutual consent of Buyer and Seller; (vi) by Buyer if the Closing Date shall has not have occurred on or prior to September 30before July 31, 2015 2007 (the “End Date”); providedor August 31, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, 2007 in the case of Buyer’s right event the applicable waiting period under this Section 9.01(bthe HSR Act has not expired or been terminated by July 24, 2007), a failure by or such later date as the parties may agree upon, unless the Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (dvii) by BuyerSeller if the Closing has not occurred on or before July 31, if: 2007 (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thatAugust 31, in either case, (A) would result 2007 in the failure of a condition set forth in Section 8.02(a) event the applicable waiting period under the HSR Act has not expired or Section 8.02(b) and (B) which is not curable orbeen terminated by July 24, if curable2007), is not cured upon or such later date as the occurrence of parties may agree upon, unless the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the ClosingClosing as follows: (a) by mutual the written consent of Seller the Company and Buyerthe Contributors’ Representative; (b) by either Seller the Company upon written notice to Bond Street and the Contributors’ Representative if there has been a material breach by the Contributors or BuyerBond Street of any covenant, if: representation, or warranty contained in this Agreement such that the conditions to the Closing contained in Section 3.5(a)(i) or Section 3.5(a)(ii) cannot be satisfied, except that (i) if such material breach is capable of being cured by the Closing Date shall Drop Dead Date, the Company will not have occurred on or prior be entitled to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach10.1(b) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End delivery by the Company to the Contributors’ Representative of written notice thereof, delivered at least twenty (20) days prior to such termination (or such shorter period of time as remains prior to the Drop Dead Date; provided that Seller may not ), stating the Company’s intention to terminate this Agreement pursuant to this Section 9.01(c10.1(b) and the basis for such termination, it being understood that the Company will not be entitled to terminate this Agreement if Seller such material breach has been cured prior to such termination and (ii) the right to terminate this Agreement pursuant to this Section 10.1(b) will not be available to the Company if it is then in breach of any provision of this Agreement which breach would give rise to the failure of the conditions set forth in Section 3.5(b); (c) by the Contributors’ Representative (so long as neither the Contributors nor Bond Street is then in material breach of any provision of this Agreement) upon written notice to the Company if the Company has breached, violated or failed to perform or there is any inaccuracy of or untruth in any of its respective representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions to the Closing contained in Section 3.5(b)(i) or Section 3.5(b)(ii) cannot be satisfied and such breach has not been cured on or prior to the Drop Dead Date; or (d) by Buyereither the Company, if: (i) on one hand, or the Contributors’ Representative, on the other hand, if any of the representations and warranties of Seller contained in Article IV hereof shall fail conditions to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition Closing set forth in Section 8.02(a) or Section 8.02(b) and 3.5 have not been satisfied by November 30, 2025 (B) which is not curable orthe “Drop Dead Date”), if curable, is not cured upon it being understood that the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer right to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d10.1(d) if Buyer is in material will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach by such Party of this Agreement) has been the primary cause of, or primarily resulted in, the failure of the Closing to have occurred prior to the Drop Dead Date.

Termination Events. This Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, abandoned at any time prior to the Closing: (a) by mutual written consent of Seller Alter and BuyerWest▇▇▇▇▇ ▇▇▇; (b) by either Seller or BuyerWest▇▇▇▇▇ ▇▇▇, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material upon a breach of any representation, warranty, covenant, obligation or agreement on the part of Management, Lessee, any Alter Entity or Bied▇▇▇▇▇ ▇▇▇ forth in this Agreement (other thanAgreement, in any case such that the conditions set forth in Section 5.2(a) or 5.2(b), as the case may be, are not satisfied or would be incapable of Buyer’s right under this Section 9.01(b)being satisfied within 30 days after the giving of written notice to Alter; (c) by Alter, upon a failure by Buyer to perform its breach of any representation, warranty, covenant, obligation to consummate or agreement on the Closing solely as a result part of a failure to secure the proceeds any of the Financing West▇▇▇▇▇ ▇▇▇ities such that the conditions set forth in an amount sufficient Section 5.3(a) or 5.3(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to consummate West▇▇▇▇▇ ▇▇▇; or by Bied▇▇▇▇▇, ▇▇on a breach of any representation, warranty, covenant, obligation or agreement on the transactions contemplated hereby part of any of the West▇▇▇▇▇ ▇▇▇ities, such that the conditions set forth in 5.4(a) or 5.4(b) are not satisfied or would be incapable of being satisfied within 30 days after the giving of written notice to West▇▇▇▇▇ ▇▇▇; (d) by any of Alter or West▇▇▇▇▇ ▇▇▇ if any court of competent jurisdiction in the United States shall have issued a final and unappealable permanent injunction, order, judgment or other decree (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturnedtemporary restraining order) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; providedconsummation of the Transactions, provided that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, under this clause (Ad) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is then in material breach of this Agreement; or Agreement and provided, further, that the right to terminate this Agreement under this clause (d) shall not be available to any party who shall not have used reasonable commercial efforts to avoid the issuance of such order, decree or ruling; and (e) by Buyer, if: (i) any of Alter, Bied▇▇▇▇▇ ▇▇ West▇▇▇▇▇ ▇▇▇ if the representations and warranties of Seller contained Merger Agreement or the Partnership Merger Agreement shall have been terminated in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementaccordance with its terms.

Termination Events. This Without prejudice to other remedies which may be available to the parties by law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandoned, abandoned at any time prior to the Closing: (a) Mutually, by mutual the written consent of Seller the Company and BuyerConsent of the Investors; (b) by either Seller the Company or Buyer, if: (i) Consent of the Investors by giving written notice to the other party or parties if the Closing Date shall not have occurred on or prior to September 30December 31, 2015 2002, unless extended by written agreement of the parties; provided that the party seeking termination pursuant to this subsection (the “End Date”); b) is not in default or breach hereunder and provided, further, that neither party may the right to terminate this Agreement pursuant under this subsection (b) shall not be available (i) to this Section 9.01 if such any party is in material breach of whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date or (other than, ii) in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate event that the Closing solely shall not have occurred as a result of a failure of any representation to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final be true and non-appealable correct and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking termination knew of such breach prior to terminate pursuant to the date of this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Agreement; (c) by Seller, if: (i) either the Company or Consent of the Investors by giving written notice to the other party or parties if any Governmental Entity shall have issued an injunction or other ruling prohibiting the consummation of any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach transactions contemplated by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) and such injunction or Section 8.03(b) other ruling shall not be subject to appeal or shall have become final and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orunappealable; (d) by Buyereither the Company or Consent of the Investors in the event that Stockholder Approval is not obtained at the Stockholders' Meeting; or (e) by any Investor Group entitled to purchase less than 10% of the Common Shares pursuant to Section 2.1 herein if within 2 Business Days following receipt of a notice of the Consent of the Investors, if: the controlling Affiliate of either or both of such Investor Groups delivers to the Company and to the controlling Affiliate of each other Investor Group a notice of termination under this Section 8.1(e); provided that such termination shall be with respect only to the rights and obligations between such Investor Group(s) or any subset of Investors therein to which the termination notice is applicable, on the one hand, and the Company and each other Investor, on the other, and shall in no event be with respect to the rights and obligations (i) any of among the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct other Investors or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thatbetween the other Investors on the one hand, in either case, (A) would result in and the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon Company on the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementother.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of Seller the Purchaser and BuyerConvaTec; (b) by either Seller or Buyer, if: the Purchaser (i) so long as the Closing Date shall Purchaser is not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is then in material breach of any of its representations, warranties or covenants contained in this Agreement (other thanAgreement) if there has been a breach of any of the Sellers’ representations, warranties or covenants contained in this Agreement, which would result in the case failure of Buyer’s right under this a condition set forth in Section 9.01(b6.1(a) or Section 6.1(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in and which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that breach has not been vacatedcured within 15 days after written notice of the breach has been delivered to the Sellers from the Purchaser; (c) by ConvaTec (so long as the Sellers are not then in material breach of any of their representations, withdrawn warranties or overturnedcovenants contained in this Agreement) if there has been a breach of any of the Purchaser’s representations, warranties or covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured within 15 days after written notice of the breach has been delivered to the Purchaser from ConvaTec; (d) by either the Purchaser or ConvaTec if any Governmental Authority has issued a nonappealable final Judgment or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Agreement under this Section 9.01(b7.1(d) shall have complied with its obligations, if any, will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 6.047.1(d) occurring; (ce) by Seller, if: the Purchaser if the Closing has not occurred (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller Purchaser to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of comply fully with its obligations under this Agreement) on or before September 30, 2012; or (df) by Buyer, if: ConvaTec if the Closing has not occurred (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer Sellers to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with their obligations under this Agreement) on or before September 30, 2012.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedterminated, at any time by notice given prior to or at the Closing: (a) by mutual either Buyer or the Acquired Companies if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived, (or, if such Breach is subject to cure, if such Breach has not been cured) within 10 Business Days after the date of written consent notice of Seller and Buyer;such Breach from the other party. (b) by either Seller or Buyer, Buyer if: : (i) any condition in Section 7.1 or 7.2 has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out through the failure of the Buyer to comply with its obligations under this Agreement), (ii) on or before February 28, 2007, the Acquired Companies have not delivered the audited consolidated balance sheets of Clayco as at December 31, 2005 and the related to Buyer’s breach) audited consolidated statements of income, changes in which case Buyer shall pay shareholders’ equity, and cash flow for the Seller Termination Fee fiscal years then ended, together with the unqualified report thereon of KPMG, independent certified public accountants, in accordance with GAAP, (iii) the Market Price is less than $24.00 or greater than $36.00, (iv) the Audit Adjustment is more than $150,000, (v) the Acquired Companies fail to deliver timely notice that they are willing to cause the Title Objections to be removed or cured or fail to remove or cure the Title Objections prior to the Closing, or (vi) satisfaction of any condition in Section 9.02(b)7.1 or 7.2 is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that Buyer has not been vacated, withdrawn waived such condition on or overturned) restraining, enjoining or otherwise prohibiting before the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Closing Date; (c) by Seller, if: the Acquired Companies if (i) the Market Price is less than $24.00 or more than $36.00, (ii) any condition in Section 7.1 or 7.3 has not been satisfied as of the Closing Date (other than through the failure of any of the representations and warranties of Buyer contained in Article V hereof shall fail Acquired Companies to be true and correct comply with its or their obligations under this Agreement), or (iiiii) there shall be satisfaction of such a breach by Buyer of any covenant condition is or agreement of Buyer in this Agreement that, in either case, becomes impossible (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(bany Acquired Company to comply with its obligations under this Agreement) and (B) which is the Acquired Companies have not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or; (d) by Buyer, if: mutual consent of Buyer and the Acquired Companies; or (ie) any of by either Buyer or the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or Acquired Companies if the Closing has not occurred (ii) there shall be a breach by Seller other than through the failure of any covenant or agreement of Seller in party seeking to terminate this Agreement thatto comply fully with its obligations under this Agreement) on or before March 31, in either case2007, (Aor such later date as the parties may agree upon; provided that the right to terminate this Agreement under this Section 8.1(e) would result shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of the Merger to occur on or before such date and such action or failure to act constitutes a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach Breach of this Agreement.

Termination Events. This Agreement may may, by notice given prior to or at the Closing, be terminated terminated: 11.1.1 by mutual consent of the Acquiror and the Shareholders (acting jointly); 11.1.2 by the Acquiror, if any of the conditions in Section 9 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholders (acting jointly), if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Shareholder to comply with its obligations under this Agreement) and the Shareholders (acting jointly) have not waived such condition on or before the Closing Date; 11.1.3 [Intentionally Omitted]; 11.1.4 by either the Acquiror or the Shareholders (acting jointly), if there shall have been entered a final, nonappealable order or injunction of any Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby; 11.1.5 by the Acquiror, at any time if, prior to the Closing: (a) by mutual written consent Closing Date, the Company or any Shareholder is in material breach of Seller any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 11.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.6 by the Shareholders (other than, in the case of Buyer’s right under this Section 9.01(bacting jointly), a failure by Buyer if, prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient date of notice of default served by the Shareholders claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s cure such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c11.1.6 shall not be available to the Shareholders (acting jointly) if Seller any Shareholder is in material breach of this Agreement; or (d) by Buyer, if: (i) any Agreement at the time notice of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which termination is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementdelivered.

Termination Events. This Agreement may be terminated and The occurrence of any of the transactions contemplated herein may be abandoned, at any time prior to the Closingfollowing events or conditions shall constitute a “Termination Event” hereunder: (a) by mutual written consent The Company shall fail for any reason to make any payment to Nextelligence when required pursuant to the provisions of Seller Section 4.1 and Buyersuch failure shall not have been cured within three days thereafter; (b) by either Seller Except as otherwise providedin Section 7.2(a), the Company shall fail to perform or Buyer, if: (i) the Closing Date shall not have occurred on breach or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate default in any of its obligations under this Agreement pursuant to this Section 9.01 if and such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds perform, breach or default is not cured within sixty days after receipt of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04notice from Nextelligence; (c) by Seller, if: The Company shall (i) any of the representations and warranties of Buyer contained admit in Article V hereof shall fail writing its inability to be true and correct or pay its debts generally as they become due, (ii) there shall be file a breach by Buyer voluntary petition under any bankruptcy, insolvency or other law for the relief or aid of any covenant or agreement debtors, including without limitation the Bankruptcy Code of Buyer in this Agreement that1978, in either caseas amended, (Aiii) would result in make any assignment for the failure benefit of a condition set forth in Section 8.03(aits creditors or (iv) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orenter into any composition agreement; (d) by BuyerAn involuntary petition shall be filed against the Company under any bankruptcy, if: insolvency or other law for the relief or aid of debtors, including without limitation the Bankruptcy Code of 1978, as amended, which involuntary petition is not dismissed within ninety days after the date of the filing thereof; (e) Any court of competent jurisdiction shall find that the Company is insolvent or bankrupt; (f) A receiver or trustee shall be appointed for the Company or for all or a substantial portion of the assets and properties of a party; (g) A final judgment shall be entered against the Company which is not satisfied or bonded in full within sixty days after the date of the entry thereof; (h) All or a substantial portion of the assets and properties of the Company shall be levied upon, seized or attached; (i) any All or a substantial portion of the representations assets and warranties properties of Seller contained in Article IV hereof the Company shall be lost, stolen, damaged or destroyed; (j) The Company shall fail to be true perform or breach or default in any of its obligations under the Warrants and correct such failure to perform, breach or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, default is not cured upon the occurrence within three days after receipt of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Datefrom Nextelligence; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.or

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the ClosingClosing as follows: (a) by mutual the written consent of Seller the Company and Buyerthe Contributors’ Representative; (b) by either Seller the Company upon written notice to AI Research and Contributors’ Representative if there has been a material breach by Contributors or BuyerAI Research of any covenant, if: representation, or warranty contained in this Agreement such that the conditions to the Closing contained in Section 3.5(a)(i) or Section 3.5(a)(ii) cannot be satisfied, except that (i) if such material breach is capable of being cured by the Closing Date shall Drop Dead Date, the Company will not have occurred on or prior be entitled to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach10.1(b) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End delivery by the Company to the Contributors’ Representative of written notice thereof, delivered at least twenty (20) days prior to such termination (or such shorter period of time as remains prior to the Drop Dead Date; provided that Seller may not ), stating the Company’s intention to terminate this Agreement pursuant to this Section 9.01(c10.1(b) and the basis for such termination, it being understood that the Company will not be entitled to terminate this Agreement if Seller such material breach has been cured prior to such termination and (ii) the right to terminate this Agreement pursuant to this Section 10.1(b) will not be available to the Company if it is then in breach of any provision of this Agreement which breach would give rise to the failure of the conditions set forth in Section 3.5(b) (c) by the Contributors’ Representative (so long as neither the Contributors nor AI Research is then in material breach of any provision of this Agreement) upon written notice to the Company if the Company has breached, violated or failed to perform or there is any inaccuracy of or untruth in any of its respective representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions to the Closing contained in Section 3.5(b)(i) or Section 3.5(b)(ii) cannot be satisfied and such breach has not been cured on or prior to the Drop Dead Date; or (d) by Buyereither the Company, if: (i) on one hand, or the Contributors’ Representative, on the other hand, if any of the representations and warranties of Seller contained in Article IV hereof shall fail conditions to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition Closing set forth in Section 8.02(a) or Section 8.02(b) and 3.5 have not been satisfied by November 30, 2025 (B) which is not curable orthe “Drop Dead Date”), if curable, is not cured upon it being understood that the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer right to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d10.1(d) if Buyer is in material will not be available to any Party whose action or failure to act (which action or failure to act constitutes a breach by such Party of this Agreement) has been the primary cause of, or primarily resulted in, the failure of the Closing to have occurred prior to the Drop Dead Date.

Termination Events. This Agreement may be terminated and The occurrence of any one or more of the transactions contemplated herein may be abandoned, at any time prior to the Closingfollowing events shall constitute a Termination Event: (a) by mutual written consent Any Originator shall fail (i) to make any payment or deposit required hereunder when due and, for any such payment or deposit which is not in respect of Seller principal, such failure continues for three (3) consecutive Business Days, or (ii) to perform or observe any covenant contained in Section 4.2 (other than Sections 4.2(a) and 4.2(c)) for one (1) Business Day or (iii) to perform or observe any covenant or agreement (other than as referred to in clause (i) of this paragraph (a)) under any other Transaction Document to which it is a party and such failure shall continue for fifteen (15) consecutive days (other than Section 4.2(c), which shall be seven (7) days) after the earlier of (I) the date such Originator receives notice of such breach from Buyer;, the Agent or any Lender Group Agent and (II) the date an Authorized Officer of such Originator knows or should have known of such breach. (b) Any representation, warranty, certification or statement made by either Seller any Originator in this Agreement, any other Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made and, with respect to any such representation, warranty, certification or statement that was so incorrect and which can be cured, is not cured within ten (10) days after the earlier of (I) the date such Originator receives notice of such breach from Buyer, if: the Agent or any Lender Group Agent and (iII) the Closing Date shall not date an Authorized Officer of such Originator knows or should have occurred on or prior to September 30, 2015 (the “End Date”)known of such breach; provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; providedhowever, that the party seeking materiality threshold in the preceding clause shall not be applicable with respect to terminate pursuant to this Section 9.01(b) shall have complied with its obligationsany representation, if anywarranty, under Section 6.04;certification or statement that itself contains any materiality threshold, including Material Adverse Effect. (c) Failure of any Originator or any of its Affiliates to pay any Indebtedness when due in excess of $50,000,000; or the default by Sellerany Originator in the performance of any term, if: provision or condition contained in Sections 6.01A, 6.05A, 6.06A, 6.08A, 6.11A, 6.13A, 6.14A, 6.15A or 6.16A of the Senior Credit Agreement or any such Indebtedness of an Originator or any of its Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (d) Any Originator or any of its Subsidiaries shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors. (e) An Event of Bankruptcy shall occur with respect to any Originator or any of its Subsidiaries. (f) A Change of Control shall occur. (g) One or more final judgments for the payment of money in an amount in excess of $50,000,000, individually or in the aggregate, shall be entered against any Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution. (h) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables, Collections and/or Related Security and such lien shall continue until the earlier of (i) seven (7) days after inception and (ii) knowledge by any Secured Party of such lien, or the PBGC shall impose a lien pursuant to Section 4068 of ERISA with regard to any of the representations and warranties Receivables, Collections and/or Related Security. (i) Any Plan of Buyer contained in Article V hereof any Originator or any of its respective ERISA Affiliates: (i) shall fail to be true and correct or (ii) there shall be a breach funded in accordance with the minimum funding standard required by Buyer Section 412 of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) Tax Code or Section 8.03(b) and (B) which 302 of ERISA for any plan year or a waiver of such standard is not curable or, if curable, is not cured upon the occurrence sought or granted with respect to such Plan under Section 412 of the earlier Tax Code or Section 303 of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementERISA; or (dii) by Buyeris being, if: or within the five years preceding the Closing Date, has been, terminated or the subject of termination proceedings under Section 4041(c) of ERISA; or (iiii) shall require such Originator or any of its ERISA Affiliates to provide security under Section 401(a)(29) or 412 of the representations Tax Code or Section 306 or 307 of ERISA; or (iv) results in a liability to such Originator or any of its ERISA Affiliates under applicable law, or Title IV ERISA other than a liability for PBGC premiums due but not delinquent under Section 4007 of ERISA, and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be result from any such failure, waiver, termination or other event a breach by Seller of any covenant liability to the PBGC or agreement of Seller in this Agreement a Plan that would have a Material Adverse Effect. (j) An ERISA Event shall have occurred that, in either casethe opinion of the Required Lenders, (A) would when taken together with all other ERISA Events that have occurred for all periods and are then outstanding, could reasonably be expected to result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence liability of the earlier Performance Guarantor or any of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is its Subsidiaries in material breach an aggregate amount in excess of this Agreement$50,000,000.

Termination Events. This Agreement may, by notice given prior to or at the Closing, be terminated: 12.1.1 by mutual consent of the Acquiror, the Acquiror Stockholder and the Shareholder (acting jointly); 12.1.2 by the Acquiror, if any of the conditions in Section 10 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with its obligations under this Agreement) and the Acquiror has not waived such condition on or before the Closing Date; or (ii) by the Shareholder, if any of the conditions in Section 11 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Shareholder and/or any member of CMN Management to comply with its obligations under this Agreement) and the Shareholder has not waived such condition on or before the Closing Date; 12.1.3 by the Acquiror or the Shareholder, if the Closing has not occurred other than due to the failure of the Acquiror (in the event the Acquiror seeks to terminate this Agreement) or the Shareholder (in the event it seeks to terminate this Agreement) to comply with their respective obligations under this Agreement, forty-five (45) days after the final mailing of the Schedule 14(f) Filing to the stockholders of the Acquiror (which mailing shall occur within five (5) Business Days after the end of the SEC review period of the Schedule 14(f) Filing),or such later date as the parties may be terminated and agree upon ( the “Outside Date”); 12.1.4 by the Acquiror, if there shall have been entered a final, nonappealable order or injunction of any PRC Governmental Authority restraining or prohibiting the consummation of the transactions contemplated herein may be abandonedhereby or the Company or the Shareholder has not received all required PRC government approvals by September 30, at any time 2005 required to consummate the transaction contemplated by this agreement; 12.1.5 by the Acquiror, if, prior to the Closing: (a) by mutual written consent Closing Date, the Company, the Shareholder or any member of Seller CMN Management is in material breach of any representation, warranty, covenant or agreement herein contained and Buyer; (b) by either Seller or Buyer, if: (i) the Closing Date such breach shall not have occurred on or prior to September 30, 2015 (be cured within 10 days of the “End Date”)date of notice of default served by the Acquiror claiming such breach; provided, however, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 12.1.5 shall not be available to the Acquiror if such party the Acquiror is in material breach of this Agreement (other thanat the time notice of termination is delivered; 12.1.6 by the Company or the Shareholder, in the case of Buyer’s right under this Section 9.01(b)if, a failure by Buyer prior to perform its obligation to consummate the Closing solely as a result Date, the Acquiror or the Acquiror Stockholder is in material breach of a failure to secure the proceeds any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the Financing in an amount sufficient date of notice of default served by the Company, or the Shareholder claiming such breach or, if such breach is not curable within such 10 day period, such longer period of time as is necessary to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s cure such breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) 12.1.6 shall not be available if Seller the Company, the Shareholder or any member of CMN Management to is in material breach of this AgreementAgreement at the time notice of termination is delivered; or 12.1.7 by the Company or the Shareholder (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable oracting jointly), if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) , the Company approves any merger, liquidation, recapitalization, consolidation or other business combination involving the Company or the Company Subsidiaries or any capital stock or any material portion of the assets of the Company or any Company Subsidiary, or any combination of the foregoing (an “Acquisition Transaction”), except as required by the Restructuring. 12.1.8 by the Acquiror, if, in its sole discretion, the results of the Company’s corporate and financial due diligence are unsatisfactory. 12.1.9 by the Acquiror if Buyer the Actual HK Net Profit is in material breach of this Agreementat or below RMB6 million.

Termination Events. (a) This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (ai) by mutual written consent of Seller the Purchaser, the Company and Buyerthe Stockholders’ Representative; (bii) by either Seller or Buyerwritten notice from the Purchaser to the Company and the Stockholders’ Representative, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material there has been a breach of this Agreement (other thanany representation, in the case of Buyer’s right under this Section 9.01(b)warranty, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement by the Company or the Stockholders, or any such representation or warranty shall become untrue after the date of Buyer in this Agreement thatAgreement, in either case, (A) would result in such that the failure of a condition set forth conditions in Section 8.03(a) 6.1 or Section 8.03(b) 6.2 would not be satisfied and (B) which such breach is not curable or, if curable, is not cured upon the occurrence of within the earlier of (1A) the thirtieth ten (30th10) day days after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior Purchaser to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by BuyerCompany and the Stockholders’ Representative, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which the Expiration Date; (iii) by written notice from the Stockholders’ Representative to the Purchaser, if there has been a breach of any representation, warranty, covenant or agreement by the Purchaser, or any such representation or warranty shall become untrue after the date of this Agreement, such that the conditions in Section 6.1 or Section 6.3 would not be satisfied and such breach is not curable or, if curable, is not cured upon the occurrence of within the earlier of (1A) the thirtieth ten (30th10) day days after written notice thereof is given by Buyer the Stockholders’ Representative to Seller the Purchaser, and (2B) the day that is Expiration Date; or (iv) by five (5) Business Days days’ prior written notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Company and the Stockholders’ Representative, as the case may be, in the event the Closing has not occurred on or prior to March 1, 2017 (the End “Expiration Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination; provided that Buyer the parties may not terminate mutually agree, in writing, to extend the Expiration Date. (b) In the event of termination of this Agreement pursuant to this ARTICLE VIII, this Agreement shall forthwith become void and there shall be no liability on the part of any party to this Agreement or its partners, officers, directors, stockholders, members or other equity holders, except for obligations under Section 9.01(d5.7 (Confidentiality), Section 11.3 (Fees and Expenses), Section 11.4 (Waiver; Amendment), Section 11.5 (Entire Agreement), Section 11.6 (Execution of Agreement; Counterparts; Electronic Signatures), Section 11.7 (Governing Law; Venue), Section 11.8 (WAIVER OF JURY TRIAL), Section 11.9 (Attorneys’ Fees), Section 11.10 (Assignment and Successors), Section 11.12 (Notices), Section 11.13 (Construction; Usage), Section 11.14 (Severability), Section 11.15 (Schedules and Exhibits) if Buyer is and this Section 8.1, and the definitions used in material each of the foregoing sections, including those set forth in Exhibit A hereto, all of which shall survive such termination and the Termination Date. Notwithstanding the foregoing, nothing contained in this Agreement shall relieve any party from liability for any breach of this Agreement.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing:Effective Time (whether before or after adoption of this Agreement by the Required Company Stockholder Approval): (a) by mutual written consent duly authorized by the boards of Seller directors of Parent and Buyerthe Company; (b) by either Seller Parent or Buyer, if: (i) the Closing Date Company if the Merger shall not have occurred on or prior to September 30been consummated by December 31, 2015 (the “End Date”)2008; provided, however, that neither party may the right to terminate this Agreement pursuant to under this Section 9.01 if 9.1(b) shall not be available to any party whose action or failure to act has been a principal cause of the failure of the Merger to occur on or before such party is in material date and such action or failure to act constitutes a breach of this Agreement Agreement; (other than, in c) by either Parent or the case Company if a court of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court competent jurisdiction or other Governmental Authority Body shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable order, withdrawn decree or overturned) ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this AgreementMerger or execution of the Creditor Plan; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04;and (cd) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or by Parent, if (iiA) there shall be have been a breach by Buyer the Company of any covenant of its representations, warranties, covenants or agreement of Buyer agreements contained in this Agreement thatAgreement, in either case, (A) which breach would result in the failure to satisfy one or more of a condition the conditions set forth in Section 8.03(a) 7.1 or Section 8.03(b) 7.2, and (B) which is not curable such breach shall be incapable of being cured or, if curablecapable of being cured, is shall not have been cured upon the occurrence of the earlier of within five (15) the thirtieth (30th) day business days after written notice thereof is shall have been given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by BuyerCompany, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) by the Company, if (A) there shall be have been a breach by Seller Parent or Merger Sub of any covenant of their representations, warranties, covenants or agreement of Seller agreements contained in this Agreement thatAgreement, in either case, (A) which breach would result in the failure to satisfy one or more of a condition the conditions set forth in Section 8.02(a) 8.1 or Section 8.02(b) 8.2, and (By) which is not curable such breach shall be incapable of being cured or, if curablecapable of being cured, is shall not have been cured upon the occurrence of the earlier of within five (15) the thirtieth (30th) day business days after written notice thereof is shall have been given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementParent.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingterminated: (a) by mutual written consent the Buyers if the Buyers are not then in material breach of any provision of this Agreement and a material breach of any provision of this Agreement has been committed by Seller or the Company and Buyersuch breach has not been either (i) waived in writing, or (ii) cured within ten (10) days after notice of such breach is delivered by the Buyers to the Seller or the Company in accordance with Section 13.02; (b) by either Seller or Buyer, if: (i) if neither Seller nor the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party Company is then in material breach of any provision of this Agreement and a material breach of any provision of this Agreement has been committed by any Buyer and such breach has not been either (other thani) waived in writing, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issuedif capable of being cured, enacted, entered, promulgated or enforced any Law or Governmental Order cured within ten (that 10) days after notice of such breach is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting delivered by the transactions contemplated by this Agreement; provided, that Seller to the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Buyers; (c) by Seller, if: (i) the Buyer if any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions precedent set forth in Section 8.03(a9.01 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of March 25, 2024 or Section 8.03(bif satisfaction of such a condition becomes impossible (other than through failure of the Buyers to comply with their obligations under this Agreement) and (B) which is the Buyers have not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; orwaived such condition on or before such date; (d) by Buyer, if: (i) Seller if any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions precedent set forth in Section 8.02(a9.02 (other than conditions that by their terms are to be satisfied at the Closing) have not been satisfied as of March 25, 2024 or Section 8.02(bif satisfaction of such a condition becomes impossible (other than through failure of Seller or the Company to comply with their respective obligations under this Agreement) and Seller or the Company (Bas appropriate) have not waived such condition on or before such date; (e) by the Buyer if, since the date of this Agreement there has been, or there has occurred any event which is not curable orwould be reasonably likely to result in, if curable, is not cured upon the occurrence any Material Adverse Effect; (f) by mutual written agreement of the earlier of (1) Buyers, on the thirtieth (30th) day after written notice thereof is given by Buyer to Seller one hand, and (2) Seller, on the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementother hand.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing:Closing (whether before or after the adoption of this Agreement by the Company’s stockholders): (a) by the mutual written consent of Seller Parent and Buyerthe Company; (b) by either Seller or Buyer, if: (i) Parent if the Closing Date shall has not have occurred taken place on or prior to September 30before 5:00 p.m. (Eastern time) on May 11, 2015 2024 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement ) (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a any failure on the part of Parent to comply with or perform any covenant or obligation of Parent, Intermediate Sub or Merger Sub set forth in this Agreement and such failure to secure comply with or perform such covenant has been a principal cause of or resulted in the proceeds failure of the Financing in an amount sufficient Closing to consummate occur on or before 5:00 p.m. (Eastern time) on the transactions contemplated hereby End Date; (c) by the Company if the Closing has not taken place on or before 5:00 p.m. (Eastern time) on the End Date (other than as a Financing Failure Event arising out result of any failure on the part of the Company to comply with or perform any covenant or obligation set forth in this Agreement and such failure to comply with or perform such covenant has been a principal cause of or related resulted in the failure of the Closing to Buyer’s breachoccur on or before 5:00 p.m. (Eastern time) in which case Buyer shall pay on the Seller Termination Fee in accordance with Section 9.02(bEnd Date); (d) by Parent or the Company if: (iii) any a court of competent jurisdiction or other Governmental Authority Body shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is issued a final and non-appealable and that has not been vacatednonappealable order, withdrawn decree or overturned) ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated Merger; or (ii) there shall be any Legal Requirement enacted, promulgated, issued or deemed applicable to the Merger by this Agreement; provided, any Governmental Body that would make consummation of the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Merger illegal; (ce) by Seller, Parent if: (i) any of the representations and warranties of Buyer the Company contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in shall have become inaccurate such that the failure of a condition set forth in Section 8.03(a6.1 would not be satisfied; or (ii) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence any of the earlier covenants of the Company contained in this Agreement shall have been breached such that the condition set forth in Section 6.2 would not be satisfied; provided, however, that if such inaccuracy in any of the representations and warranties of the Company or a breach of a covenant by the Company is curable by the Company through the use of reasonable efforts within thirty (130) days after Parent notifies the thirtieth Company in writing of the existence of such inaccuracy or breach (30ththe “Company Cure Period”), then Parent may not terminate this Agreement under this Section 8.1(e) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days as a result of such inaccuracy or breach prior to the End Date; expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Seller Parent may not terminate this Agreement pursuant to this Section 9.01(c8.1(e) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Company Cure Period); provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if Seller either Parent or Merger Sub is then in material breach of this Agreement; (f) by the Company if: (i) any of Parent’s representations and warranties contained in this Agreement shall have become inaccurate such that the condition set forth in Section 7.1 would not be satisfied; or (ii) if any of Parent’s covenants contained in this Agreement shall have been materially breached such that the condition set forth in Section 7.2 would not be satisfied; provided, however, that if such inaccuracy in any of Parent’s representations and warranties or a breach of a covenant by Parent is curable by Parent through the use of reasonable efforts within thirty (30) days after the Company notifies Parent in writing of the existence of such inaccuracy or breach (the “Parent Cure Period”), then the Company may not terminate this Agreement under this Section 8.1(f) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent, during the Parent Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 8.1(f) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Parent Cure Period); provided further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(f) if either the Company is then in material breach of this Agreement; or (dg) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in Parent if written consents adopting this Agreement that, in either case, (A) would result in by the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) Required Stockholder Vote shall not have been duly executed and (B) which is not curable or, if curable, is not cured upon delivered within 24 hours after the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller execution and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach delivery of this Agreement.

Termination Events. This Subject to the other provisions of this Article 12, this Agreement may may, by written notice given at or prior to the Closing in the manner hereinafter provided, be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) By Buyer upon five (5) days written notice to Seller, in the event that any of the conditions precedent to Buyer's obligations set forth in Article 7 with respect to Seller are not satisfied at or during the respective times therein indicated (other than by reason of the material breach by such terminating party of any of its representations, warranties, covenants, or agreements set forth herein) and such conditions are not either 20 25 (i) cured by Seller within five (5) days after Buyer gives Seller such notice, or (ii) waived by Buyer at or prior to the Closing Date. (b) By Seller upon five (5) days written notice to Buyer, in the event that any of the conditions precedent to Seller's obligations set forth in Article 8 with respect to Buyer are not satisfied at or during the respective times therein indicated (other than by reason of the material breach by such terminating party of any of its representations, warranties, covenants, or agreements set forth herein) and such conditions are not either (i) cured by Buyer within five (5) days after Seller gives Buyer such notice, or (ii) waived by Seller at or prior to the Closing Date. (c) By either Seller or Buyer if any applicable domestic law, rule, or regulation makes consummation of this Agreement illegal or if any judgment, injunction, order or decree of a court or governmental agency or authority of competent jurisdiction restrains or prohibits the consummation of this Agreement, and such judgment, injunction, order, or decree has become final and nonappealable; (d) By mutual written consent of Seller and Buyer; (be) By Seller upon five (5) days written notice to Buyer, if pursuant to receipt of an Acquisition Proposal that involves consideration that is economically superior to the consideration to be paid hereunder and does not contemplate any condition relating to the obtaining of funds for such Acquisition Proposal (as determined in each case in good faith by Seller's board of directors after consultation with outside legal counsel), Seller's board of directors determines to consummate a transaction based on such Acquisition Proposal. Pursuant to exercising its termination rights under this Section 12.1(e), Seller shall pay Buyer a break-up fee of $2,250,000 in cash by wire transfer within five (5) business days of such termination; or (f) By either Seller or Buyer, if: (i) Buyer if the Closing Date shall not have occurred on or prior to September 30July 1, 2015 (the “End Date”)1998; provided, however, that neither no party may terminate this Agreement pursuant to exercise its rights under this Section 9.01 12.1(f) if such party is in material breach of this Agreement (other than, in the case of Buyer’s right or default under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This The following shall constitute Termination Events, except where caused directly and specifically by the Province withholding any amount payable under this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior except to the Closingextent disputed by the Province in good faith: (a) by mutual written consent if the Contractor is declared or adjudged a bankrupt, makes a general assignment for the benefit of Seller and Buyercreditors, or takes the benefit of any legislation in force for (i) protection against creditors, (ii) orderly payment of debts, or (iii) winding up or liquidation; (b) if a receiver or receiver-manager is appointed for the business of the (c) if any material part of the property of the Contractor is seized or attached and such seizure or attachment is not successfully contested by either Seller or Buyer, if: the Contractor within 21 days; (d) if the Contractor ceases active business operations; (e) if the Contractor carries on any business unrelated to the subject matter of this Agreement and does not cease to carry on such business within two Business Days of receiving notice to do so from the Province (in which context neither (i) any lending between the Closing Date shall not have occurred on Contractor, its general partners and any of their shareholders or prior to September 30any subsidiaries of their shareholders, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or nor (ii) any court or other Governmental Authority non arm’s-length financial transactions, shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting be considered to be carrying on a business unrelated to the transactions contemplated by subject matter of this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04); (cf) if, during the Construction Period and at any time during the Construction Season, the Contractor (by Sellerits own actions, if: and not merely by the actions of the subcontractor retained by the Contractor in respect of the Project unless the Contractor fails to diligently take action in response to abandonment of the Project by the subcontractor) abandons the Project; (g) if it is determined by arbitration pursuant to the Dispute Resolution Procedure and on a basis consistent with section 2.1(a) and (b) of Schedule 9 that the Contractor has failed to achieve: (i) any by July 31, 2009, 10% completion of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this AgreementProject; or (dii) by BuyerJuly 31, if: 2010, 30% completion of the Project; (h) if the Contractor fails to achieve Traffic Availability by November 1, 2012; (i) if at any time after November 1, 2010 it is determined by arbitration pursuant to the Dispute Resolution Procedure that there is no reasonable possibility of the Contractor achieving Traffic Availability by November 1, 2012; (j) if during the Operating Period the Contractor (by its own actions, and not merely by the actions of the subcontractor retained by the Contractor in respect of the O&M unless the Contractor fails to diligently take action in response to abandonment of the O&M by the subcontractor) abandons the business of carrying out the O&M; (k) if the Contractor, having become subject to Payment Adjustments specified in any of sections 400.1.5 (including by cross-reference in section 200.2.3.23), 400.2.5, 400.3.3.3, 400.3.4.3, and 400.4.2.4 of Schedule 18 (Technical Requirements) as a potential Termination Event, fails to within 10 days of receiving notification from the representations Province to do so submit to the Province a reasonable remedial plan for achieving due future performance of the O&M, or fails thereafter (but within the lesser of the duration of the remedial plan as specified therein or twelve months) to diligently implement and warranties carry out such remedial plan; (l) if the Contractor, having become subject to Payment Adjustments (excluding Traffic Volume Adjustments) in any 12 month period that in aggregate exceed 75% of Seller contained in Article IV hereof shall fail the aggregate O&M Payment (exclusive of any Major Rehabilitation Payment) during that 12 month period, fails to be true within 10 days of receiving notification from the Province to do so submit to the Province a reasonable remedial plan for achieving due future performance of the O&M, or fails thereafter to diligently implement and correct or carry out such remedial plan; (m) if after Traffic Availability the Contractor, other than: (i) for purposes expressly contemplated by Schedule 18 (Technical Requirements); or (ii) there shall be for reasons of public safety, exercised on a breach temporary basis; takes any steps to exclude or limit the public from lawfully using the New Infrastructure for vehicle traffic or to prevent the performance by Seller the Province of any covenant or agreement statutory duty; or (n) if the Contractor, upon receiving a Notice of Seller in this Agreement thatDefault from the Province where the specified Default has a Material Adverse Effect (regardless of whether the Notice of Default so indicates), in either casefails to: (i) cure the Default within 21 days; or (ii) where the Default cannot by reasonable commercial efforts be cured within 21 days, communicate to the Province and initiate within that 21 days a commercially reasonable course of action designed to cure the Default, and thereafter diligently pursue that course of action until the Default is cured; or (Aiii) would result in where the failure Default is an Incurable Default, within 21 days communicate to the Province and initiate a commercially reasonable course of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon action designed to mitigate the occurrence consequences of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior Incurable Default to the End Date; provided maximum extent practicable, and thereafter diligently pursue that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach course of this Agreementaction until the consequences of the Incurable Default have been so mitigated.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by either the Company or Buyer: (i) if a Governmental Authority issues a final, non-appealable ruling or Order or other Legal Requirement prohibiting the transactions contemplated hereby where such ruling or Order was not requested, encouraged or supported by Sellers or Buyer; (ii) if the Bidding Procedures Order has not been entered by June 30, 2016; (iii) by mutual written consent of Seller the Company and Buyer; (iv) if Sellers withdraw or seek authority to withdraw the Sale Motion, or announce any stand-alone plan of reorganization or liquidation (or support any such plan filed by any other party), other than a wind-down plan of Sellers’ estates post-Closing; provided that in such event, Buyer shall be entitled to payment of the Break-Up Fee and Expense Reimbursement; (v) if the Bankruptcy Court enters an Order dismissing, or converting into cases under chapter 7 of the Bankruptcy Code, any of the cases commenced by Sellers under chapter 11 of the Bankruptcy Code and constituting part of the Bankruptcy Case, where such Order was not requested, encouraged or supported by Sellers; provided that in such event, Buyer shall be entitled to payment of the Expense Reimbursement; or (vi) if any Seller enters into (or provides written notice to Buyer of its intent to enter into) one or more Alternative Transactions with one or more Persons other than Buyer or the Successful Bidder at the Auction; provided that in such event, Buyer shall be entitled to payment of the Break-Up Fee and Expense Reimbursement; (b) by either Seller or Buyer, if: : (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case event of Buyer’s right under this Section 9.01(b), a failure any breach by Buyer to perform its obligation to consummate the Closing solely as a result Sellers of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the Sellers’ agreements, covenants, representations and or warranties of Buyer contained in Article V hereof shall fail to be true and correct or herein (ii) there shall be a provided that such breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a8.1 or 8.2 to be satisfied) and (A) in the case of any qualified breach by Sellers of any of Sellers’ agreements, covenants, representations or Section 8.03(bwarranties contained herein other than as set forth in Sections 4.19 and 4.20, the failure of Sellers to cure such breach within ten (10) days after receipt of the Buyer Termination Notice, and (B) which is not curable orin the case of any qualified breach by Sellers of Sections 4.19 or 4.20, if curablethe failure of Sellers to Cure such breach on or prior to the Outside Date (as may be extended); provided, is not cured upon the occurrence of the earlier of however, that (1) the thirtieth (30th) day after written notice thereof Buyer is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is itself in material breach of any of its representations, warranties, covenants or agreements contained herein, (2) Buyer notifies Sellers in writing (the “Buyer Termination Notice”) of its intention to exercise its rights under this AgreementSection 10.1(b)(i) as a result of the breach, and (3) Buyer specifies in the Buyer Termination Notice the representation, warranty, covenant or agreement contained herein of which Sellers are allegedly in breach and a description of the specific factual circumstances to support the allegation; or (dii) if Buyer is not the Successful Bidder or the Backup Bidder at the Auction; (c) by Buyer, if: the Company: (i) in the event of any breach by Buyer of any of the Buyer’s agreements, covenants, representations and or warranties of Seller contained in Article IV hereof shall fail to be true and correct or herein (ii) there shall be a provided that such breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) 9.1 or Section 8.02(b9.3 to be satisfied) and the failure of Buyer to cure such breach within ten (10) days after receipt of the Seller Termination Notice; provided, however, that Sellers (A) are not themselves in material breach of any of their representations, warranties, covenants or agreements contained herein, (B) which is not curable or, if curable, is not cured upon notify Buyer in writing (the occurrence “Seller Termination Notice”) of their intention to exercise their rights under this Section 10.1(c)(i) as a result of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller breach, and (2C) specify in the day Seller Termination Notice the representation, warranty, covenant or agreement contained herein of which Buyer is allegedly in breach and a description of the specific factual circumstances to support the allegation; (ii) if the Company or the board of directors of the Company determines, in consultation with outside legal counsel, that is five (5) Business Days prior proceeding with the transactions contemplated by this Agreement or failing to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(dwould be inconsistent with its or such board’s fiduciary duties; or (iii) if Buyer is not the Successful Bidder or the Backup Bidder at the Auction; or (d) automatically without any action on the part of any Party if the Closing has not occurred by the close of business on August 31, 2016, unless such date is extended in material breach writing by the Parties with the written consent of this Agreementthe agent under the Sellers' debtor-in-possession financing (the “Outside Date”).

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated herein may be abandoned, Acquisition abandoned at any time prior to the Closing: (a) by mutual written consent of Seller and Buyer; (b) by either Seller or Buyer, Buyer if: : (i) the Closing Date shall has not have occurred on or prior to September 30, 2015 before the twelve (12) month anniversary of the date hereof (the “End Date”), or such later date as the Parties may agree upon in writing; provided, however, that neither party may the right to terminate this Agreement pursuant to under this Section 9.01 12.1(b)(i) shall not be available to the Party seeking to terminate if any action or failure of such party is Party (or in material the case of Buyer, Buyer Guarantor or a Buyer Assignee) in breach of this Agreement required to be performed at or prior to the Closing has been the primary cause of the failure of the Closing to occur on or before the End Date; or (other thanii) any Legal Restraint preventing the consummation of the Acquisition shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 12.1(b)(ii) shall not be available to a Party if the issuance of such final, non-appealable Legal Restraint was primarily due to a failure by such Party (or, in the case of Buyer’s right under this Section 9.01(b), Buyer Guarantor or a failure by Buyer Assignee) to perform any of its obligation to consummate the Closing solely as a result obligations in breach of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate including pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.047.3; (c) by Seller, Seller if: : (i) (A) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.03(a) or Section 8.03(b) 4.3 shall have become incapable of fulfillment and shall not have been waived by Seller, (B) which is forty-five (45) days have elapsed since the receipt by Buyer of a written notice from Seller of such incapability and (C) within such forty-five- (45) day period such condition shall not curable have become capable of fulfillment; or, if curable, is not cured upon the occurrence (ii) (A) all of the earlier of conditions set forth in Section 4.1 and Section 4.2 (1other than those conditions that by their terms are to be satisfied at the Closing) the thirtieth have been satisfied (30thsubject to Section 4.4), (B) day after Seller has delivered to Buyer an irrevocable written notice thereof confirming that it is given by Seller ready, willing and able to Buyer consummate the Closing and (2C) Buyer fails to complete the day that is five Closing within three (53) Business Days prior to following the End Date; provided that Seller may not terminate this Agreement date on which the Closing should have occurred pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or3.1); (d) by Buyer, if: Buyer if (iA) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.02(a) or Section 8.02(b) 4.2 shall have become incapable of fulfillment and shall not have been waived by Buyer, (B) which is not curable or, if curable, is not cured upon forty-five (45) days have elapsed since the occurrence receipt by Seller of the earlier a written notice from Buyer of such incapability and (1C) the thirtieth within such forty-five- (30th45) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may period such condition shall not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach have become capable of this Agreementfulfillment.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to or at the Closing, be terminated: (a) by mutual written consent of Seller Buyer and BuyerSeller; (b) by either Buyer or Seller or if a material breach of any provision of this Agreement has been committed by Buyer, if: in the case of termination by Seller, or by Seller, in the case of termination by Buyer, and such breach has not been waived or cured within thirty days (30) of receiving written notice of such material breach; (c) (i) by Buyer if any of the Closing Date shall not have occurred conditions in Article VII is or becomes impossible to satisfy on or prior to September 30before March 31, 2015 (the “End Outside Date”)) (provided, however, that the Parties will use Reasonable Best Efforts to consummate the Contemplated Transactions by December 31, 2014) (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition; or (ii) by Seller, if any of the conditions in Article VIII is or becomes impossible to satisfy on or before the Outside Date (other than through the failure of Seller to comply with their obligations under this Agreement) and Seller has not waived such condition; (d) by either Buyer or Seller if any Governmental Body has issued an Order, or taken any other action in each case permanently restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions; provided, that neither party may the right to terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer 9.1(d) shall not be available to perform its obligation to consummate the Closing solely as a result of a any Party whose failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) fulfill any of the representations and warranties of Buyer its obligations contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement thathas been the cause of, in either caseor resulted in, (A) would result in the failure issuance of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreementsuch Order; or (de) by Buyer, if: either Buyer or Seller if the Closing has not occurred (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer any Party seeking to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of comply fully with its obligations under this Agreement) on or before the Outside Date, or such later date as the Parties may agree upon.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, at any time by notice given prior to the or at Closing, be terminated: (a) by mutual written consent either Subscriber or Debtor if a material Breach of Seller any provision of this Agreement has been committed by the other party and Buyersuch Breach has not been cured or waived; (b) by either Seller or Buyer, if: (i) Subscriber if any of the conditions in Section 7 has not been satisfied as of the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if satisfaction of such party a condition is in material breach of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby or becomes impossible (other than a Financing Failure Event arising out through the failure of or related Subscriber to Buyer’s breachcomply with its obligations under this Agreement) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that Subscriber has not been vacated, withdrawn waived such condition on or overturned) restraining, enjoining or otherwise prohibiting before the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04Closing Date; (c) by SellerDebtor, if: (i) if any of the representations and warranties conditions in Section 8 has not been satisfied as of Buyer contained in Article V hereof shall fail to be true and correct the Closing Date or if satisfaction of such a condition is or becomes impossible (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in other than through the failure of a condition set forth in Section 8.03(a) or Section 8.03(bDebtor to comply with their obligations under this Agreement) and (B) which is Debtor has not curable or, if curable, is not cured upon waived such condition on or before the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Closing Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or; (d) by Buyermutual consent of Subscriber and Debtor; (e) by either Subscriber or Debtor if Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before July 31, if: 1999, or such later date as the parties may agree upon; (f) by Debtor upon the expiration of three business days after notice is given by Debtor of its intent to accept another offer to purchase the Company's stock or Assets, subject to payment of the Break-Up Fee in accordance with Section 2.8; (g) by Subscriber if the Order described in Section 2.8.2 is not granted and Subscriber gives notice of termination to Debtor within three business days after the Bankruptcy Court refuses to enter the order in the form described in Section 2.8.2; (h) by Subscriber if a letter of intent for the sale of Assets or Debtor's stock is signed with a party unrelated to Subscriber and 20 days have lapsed without definitive agreements being signed, unless Debtor has notified Subscriber within such 20 day period that such letter of intent has been terminated; (i) by Subscriber if Debtor enters into a definitive agreement for the sale of Assets or Debtor's stock to a party unrelated to Subscriber; or (j) this Agreement shall terminate automatically upon any termination of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct Asset Purchase Agreement, without notice or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementfurther act. .

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent of Seller and Buyerthe Parties; (b) after July 14, 2022 (the “Outside Date”) by either Seller or Buyer, if: (i) any Party by notice to the other Party if the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Outside Date”); provided, however, that if, on the Termination Date, the conditions to the Closing set forth in (i) Section 7.1(a) (solely to the extent any such Order is in respect of an Antitrust Law), (ii) Section 7.1(b) or (iii) Section 7.2(c) (solely to the extent relating to the failure of a condition in respect of an Antitrust Law) shall not have been fulfilled but all other conditions to the Closing set forth in Article 7 have been waived or fulfilled (other than those conditions that by their terms cannot be satisfied prior to the Closing, but which conditions would be satisfied if the Closing occurred on such date), then the Outside Date shall automatically, without any action on the part of the parties hereto, be extended to January 14, 2023; provided that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any Party whose failure to perform any of its obligations under this Agreement was the primary cause of the failure of the Closing to occur on or before such date; (c) by either Party by notice to the other Party, if a Governmental Authority of competent jurisdiction shall have issued a nonappealable final Order or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Purchase Transaction on the Closing Date (provided that neither party may Party shall have the right to terminate this Agreement pursuant to this Section 9.01 10.1(c) if such party is in material breach of this Agreement (other than, in the case of BuyerParty’s right under this Section 9.01(b), a failure by Buyer to perform its obligation obligations under this Agreement was the primary cause of such Order); (d) by Seller by notice to consummate the Closing solely as Buyer, if there has been a result breach of any representation or warranty set forth in Article 5, or a breach or failure to secure perform any covenant or agreement on the proceeds part of Buyer set forth in this Agreement, which breach or failure to perform (i) would cause the Financing conditions set forth in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)7.2(a) or Section 7.2(b) not to be satisfied and (ii) any court shall not have been cured within 20 Business Days (or other Governmental Authority by the Outside Date, if earlier) following receipt by Buyer of written notice of such breach or failure to perform from Seller (provided, that the failure to deliver the full consideration payable pursuant to Article 8 at the Closing as required hereunder shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or be subject to cure hereunder unless otherwise prohibiting the transactions contemplated agreed to in writing by this AgreementSeller); provided, that the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c10.1(d) will not be available to Seller if Seller is then in material breach of this Agreement; or (d) by Buyerany representations, if: (i) any of the representations and warranties of Seller warranties, covenants or agreements contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a such that any condition set forth in Section 8.02(a7.3(a) or Section 8.02(b7.3(b) is incapable of being satisfied; (e) by Buyer by notice to Seller, if there has been a breach of or failure to perform any representation or warranty set forth in Article 4, or a breach or failure to perform any covenant or agreement on the part of Seller set forth in this Agreement, which breach or failure to perform (i) would cause the conditions set forth in Section 7.3(a) or Section 7.3(b) not to be satisfied and (Bii) which is shall not curable orhave been cured within 20 Business Days (or by the Outside Date, if curable, is not cured upon the occurrence earlier) following receipt by Seller of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer of such breach or failure to Seller and (2) perform from Buyer; provided, that the day that is five (5) Business Days prior right to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d10.1(e) will not be available to Buyer if Buyer is then in material breach of any representations, 95 warranties, covenants or agreements contained in this AgreementAgreement such that any condition set forth in Section 7.2(a) or Section 7.2(b) is incapable of being satisfied; (f) by Seller, if (i) Buyer shall have failed to consummate the Purchase Transaction within two Business Days after the date on which the Closing should have occurred pursuant to Section 8.1, (ii) all the conditions set forth in Section 7.1 and Section 7.3 would have been satisfied if the Closing were to have occurred at such time (other than those conditions that by their terms are to be satisfied by actions taken at the Closing provided such conditions would have been capable of being satisfied as of such date if the Closing were to occur), and (iii) Seller shall have given written notice to Buyer at least two Business Days prior to the termination of this Agreement pursuant to this Section 10.1(f) (which notice may be given on the date the Closing should have occurred) that Seller stands ready, willing and able to consummate the Purchase Transaction (subject to the satisfaction or waiver of all of the conditions set forth in Section 7.2); or (g) by either Party by notice to the other Party if the Ali Merger Agreement is terminated.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the consummation of the Closing, as follows: (a) by mutual written consent of Seller the Company, the Sellers and the Buyer; (b) by either Seller the Company and the Sellers, on the one hand, or the Buyer, on the other hand, if: : (i) the Closing Date shall not have occurred been consummated on or prior to September 30before December 31, 2015 (the “End Date”)2010; provided, however, that neither party may the right to terminate this Agreement pursuant under this clause (b)(i) shall not be available to this Section 9.01 if such party is in material any Party whose breach of any representation, warranty, covenant or agreement contained in this Agreement (other than, has been the cause of or resulted in the case failure of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of occur on or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or before such date; or (ii) any court or other a Governmental Authority Body shall have issuedissued an Order or taken any other action, enacted, entered, promulgated or enforced in any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) case having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated sale of the Shares by this Agreement; providedthe Sellers to the Buyer or the payment therefor by the Buyer, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04which Order or other action is final and non-appealable; (c) by Seller, the Company and the Sellers if: : (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be has been a material breach by the Buyer of any representation, warranty, covenant or agreement of Buyer contained in this Agreement thatAgreement, in either case, (A) would result in the failure of a such that any condition set forth in Section 8.03(a) 8.1 or Section 8.03(b8.2 would not be satisfied, and such condition has not been cured in accordance with Section 10.2 or waived by the Company and the Seller Representative; or (ii) and (B) which is not curable orany condition set forth in Section 8 becomes incapable of fulfillment other than as a result of a breach by the Company or any Seller of any representation, if curablewarranty, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is covenant or agreement contained in material breach of this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the Company and the Seller Representative; or (d) by Buyer, the Buyer if: : (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be has been a breach by the Company or any Seller of any representation, warranty, covenant or agreement of Seller contained in this Agreement thatAgreement, in either case, (A) would result in the failure of a such that any condition set forth in Section 8.02(a) 9.1 or Section 8.02(b9.2 would not be satisfied, and such condition has not been cured in accordance with Section 10.2 or waived by the Buyer; or (ii) and (B) which is not curable orany condition in Section 9 becomes incapable of fulfillment other than as a result of a breach by the Buyer of any representation, if curablewarranty, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is covenant or agreement contained in material breach of this Agreement, and such condition has not been cured in accordance with Section 10.2 or waived by the Buyer.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandonedmay, by written notice given before or at any time prior to the Closing, be terminated: (a) by mutual written consent of Seller the Purchaser and Buyerthe Seller; (b) by either the Purchaser or the Seller if any Governmental Authority has issued a nonappealable final judgment or Buyer, if: (i) the Closing Date shall not have occurred on or prior to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is in material breach of this Agreement (taken any other thannonappealable final action, in each case having the case effect of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restrainingpermanently estraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the party seeking right to terminate pursuant to this Agreement under this Section 9.01(b7.1 (b) shall have complied with its obligations, if any, will not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of or resulted in the action or event described in this Section 6.047 .1 (b) occurring; (c) by Seller, if: (i) any the Seller or the Purchaser if the -number of votes in favor of this Agreement cast by the shareholders of the representations and warranties Seller required for the consummation of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach the transaction contemplated by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, shall not have been obtained at the meeting of the shareholders of the Seller or at any adjournment thereof duly held for such purpose; (Ad) would result in by the failure Board of a condition Directors of the Seller if all of the conditions set forth in Section 8.03(a5.7 have been met; (e) by the Purchaser if the Seller has not satisfied the closing condition under Section 6. 1 (b) on or before March 31,2012 (the "Termination Date"), provided, however, that in the event the Seller is diligently pursuing its obligations pursuant to Section 8.03(b6.1(b), the Seller may extend the Termination Date to June 30, 2012, upon notice to the Purchaser; or (f) by the Seller if the Purchaser and (BGene Elite have not made the payments required in Section 6.2(c) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is within five (5) Business Days prior to after GeneLink's shareholders have approved the End Date; provided that Seller may not terminate transactions contemplated by this Agreement pursuant to the Shareholders Meeting. EXERCISABLE COMMENCING ON OCTOBER 13, 2011 AND ENDING ON THE EXPIRATION DATE By this Section 9.01(cWarrant Certificate, GeneLink, Inc., a Pennsylvania corporation (the "Company"), certifies for value received that Gene Elite LLC, a Delaware limited liability company or its assigns ("Warrantholder") if Seller is is, subject to and in material breach accordance with the terms and conditions herein set forth, the registered holder of a warrant to purchase up to three million (3,000,000) shares (as adjusted from time to time in accordance with this Warrant) (the "Warrant Shares"), of the Company's common stock, $0.01 par value ("Common Stock"), at an exercise price determined as provided hereinafter (such exercise price per share as adjusted from time to time being referred to herein as the "Exercise Price"), at any time after the closing of the transactions contemplated by the Stock Purchase Agreement between GeneLink and Capsalus Corp. dated as of the date of this Agreement (the "Stock Purchase Agreement; or ") and prior to the Expiration Date (das defined in Section 1) at the Company's principal executive office, with the appropriate form of Notice of Exercise set forth herein, duly executed and by Buyerpaying in full the Exercise Price, if: (i) plus transfer taxes, if any of the representations and warranties of Seller contained payable by Warrantholder in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement thataccordance with Section 9, in either case, (A) would result in the failure of a condition manner set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein hereby may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe parties; (b) by either Seller Purchaser or BuyerSeller, by written notice to the other if: : (i) the Closing Date shall not have occurred been consummated on or prior before June 15, 2011, unless extended by written agreement of the parties; provided, however, that the right to September 30terminate this Agreement under this Section 11.1(b) shall not be available to any Party whose failure to perform or comply with any of its obligations under this Agreement shall have been the cause of, 2015 or shall have resulted in, the failure of the Closing to occur by such date; or (ii) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the “End Date”)transactions contemplated hereby or making them illegal, or (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the transactions contemplated hereby, which shall have become final and nonappealable. (c) by Purchaser: (i) if there has been a breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement such that the conditions set forth in Section 10.1 would not be satisfied and such breach is incapable of being cured or, if capable of being cured, shall not have been cured within ten (10) Business Days following receipt by Seller of written notice of such breach from Purchaser; provided, that neither party may Purchaser shall not have the right to terminate this Agreement pursuant to this Section 9.01 11.1(c) if such party Purchaser is then in material breach of this Agreement (other thanthe representations, in the case of Buyer’s right under this Section 9.01(b)warranties, a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of covenants or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or agreements contained herein; or (ii) any court or other Governmental Authority if all of the conditions set forth in Article 10 shall have issuedbeen satisfied and Seller shall not have made (or been prepared to make) all of the deliveries required by Section 4.2(a) on or before the date designated for Closing pursuant to Section 4.1; or (d) by Seller: (i) if there has been a breach of any representation, enactedwarranty, enteredcovenant or agreement of Purchaser contained in this Agreement such that the conditions set forth in Section 10.2 would not be satisfied and such breach is incapable of being cured or, promulgated or enforced any Law or Governmental Order if capable of being cured, shall not have been cured within ten (that is final and non-appealable and that has not been vacated, withdrawn or overturned10) restraining, enjoining or otherwise prohibiting the transactions contemplated Business Days following receipt by this AgreementPurchaser of written notice of such breach from Seller; provided, that Seller shall not have the party seeking right to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c11.1(d) if Seller is then in material breach of this Agreementthe representations, warranties, covenants or agreements contained herein; or (dii) by Buyer, if: (i) any if all of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition conditions set forth in Section 8.02(aArticle 10 shall have been satisfied and Purchaser shall not have made (or been prepared to make) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence all of the earlier of (1deliveries required by Section 4.2(b) on or before the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement date designated for Closing pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreement4.1.

Termination Events. This Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closing: (a) by mutual written consent the Purchaser if (i) there is a material Breach of any covenant or obligation of the Seller and Buyersuch Breach shall not have been cured within ten days after the delivery of notice thereof to the Seller, or (ii) the Purchaser reasonably determines that the timely satisfaction of any condition set forth in Section 6 has become impossible or impractical (other than as a result of any failure on the part of the Purchaser to comply with or perform its covenants and obligations set forth in this Agreement); (b) by either the Seller or Buyer, if: if (i) there is a material Breach of any covenant or obligation of the Closing Date Purchaser and such Breach shall not have occurred on been cured within ten days after the delivery of notice thereof to the Purchaser, or prior to September 30, 2015 (ii) the “End Date”); provided, Seller reasonably determines that neither party may terminate this Agreement pursuant to this the timely satisfaction of any condition set forth in Section 9.01 if such party is in material breach of this Agreement 7 has become impossible or impractical (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely than as a result of a any failure to secure on the proceeds part of the Financing Seller to comply with or perform any covenant or obligation set forth in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04); (c) by Sellerthe Purchaser if the Closing has not taken place on or before September 15, if: 2009 (i) other than as a result of any failure on the part of the representations Purchaser to comply with or perform its covenants and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of obligations under this Agreement; or); (d) by Buyerthe Seller if the Closing has not taken place on or before September 15, if: 2009 (i) other than as a result of any failure on the part of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct comply with or (ii) there shall be a breach by Seller of perform any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition obligation set forth in Section 8.02(athis Agreement); (e) by either the Seller or Section 8.02(b) and (B) which is not curable or, the Purchaser if curable, is not cured upon any permanent injunction or other Order of a Governmental Body preventing the occurrence consummation of the earlier Transactions shall have become final and nonappealable; or (f) by the mutual written consent of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller Purchaser and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this AgreementSeller.

Termination Events. This Without prejudice to other remedies which may be available to the parties by Law or this Agreement, this Agreement may be terminated and the transactions contemplated herein Transactions may be abandoned, at any time abandoned prior to the Closing: (a) by mutual written consent of Seller and Buyerthe Parties; (b) by either Seller Buyer Parent, on the one hand, or BuyerParent, on the other hand, by written notice to the other if: : (1) the Closing shall not have been consummated on or before the Termination Date, unless extended by written agreement of the parties hereto; provided, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to any party whose failure to perform or comply with any of its obligations under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur by such date; or (2) any Governmental Authority shall have enacted, promulgated, issued, entered or enforced (A) any Law prohibiting the Transactions or making them illegal, (B) any injunction, judgment, order or ruling or taking any other action, in each case, permanently enjoining, restraining or prohibiting the Transactions, which shall have become final and nonappealable; (c) by Buyer Parent: (1) if any of the conditions set forth in Section 7.1 shall have become incapable of fulfillment; (2) if all of the conditions set forth in Article VII shall have been satisfied and Parent shall not have made all of the deliveries required by Sections 9.3 or 9.4 on or before ten (10) days following the date designated for closing pursuant to Section 9.1; or (3) Parent’s Board approves, endorses or recommends any Acquisition Proposal or Alternative Proposal, or resolves or announces its intention to do so, whether or not permitted by Section 6.3. (d) by Parent: (1) if any of the conditions set forth in Section 7.2 shall have become incapable of fulfillment; (2) if all of the conditions set forth in Article VII shall have been satisfied and (i) the Closing Date Buying Parties shall not have occurred made all of the deliveries required by Sections 9.2 or 9.4 on or before ten (10) days following the date designated for Closing pursuant to Section 9.1; or (3) at any time prior to September 30the Closing if, 2015 in connection with an Alternative Proposal: (A) Parent shall have complied with Section 6.3 in all material respects with respect to such Alternative Proposal; (B) the “End Date”)Board of Directors of Parent (x) shall have determined in good faith (after consultation with Parent’s outside counsel and financial advisor) that such Alternative Proposal is a Superior Proposal and (y) shall have determined in good faith (after consultation with Parent’s outside counsel) that entering into an agreement with respect to such Alternative Proposal is required or advisable for the Board of Directors of the U.S. Company to comply with its fiduciary duties under applicable Law; provided, that neither party may and (C) Parent shall have provided Buyer with at least five (5) Business Days’ prior written notice of its intention to terminate this Agreement pursuant to this Section 9.01 if 11.1(d)(3); such party is in material breach notice shall specify the terms and conditions (and include copies of this Agreement (other than, in the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as a result of a failure to secure the proceeds related agreements) of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) or (ii) any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, that the party seeking to terminate pursuant to this Section 9.01(b) shall have complied with its obligations, if any, under Section 6.04; (c) by Seller, if: (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.03(a) or Section 8.03(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days prior to the End Date; provided that Seller may not terminate this Agreement pursuant to this Section 9.01(c) if Seller is in material breach of this Agreement; or (d) by Buyer, if: (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the failure of a condition set forth in Section 8.02(a) or Section 8.02(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the thirtieth (30th) day after written notice thereof is given by Buyer to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach of this Agreementproposed agreement.

Termination Events. This By notice given prior to Closing, this Agreement may be terminated and the transactions contemplated herein may be abandoned, at any time prior to the Closingas follows: (a) by mutual written consent agreement of Seller the Purchaser and Buyerthe Seller; (b) by either the Purchaser or the Seller or Buyer, if: if (i) the Closing Date shall not have occurred on or prior before February 28, 2006 and (ii) the party seeking to September 30, 2015 (the “End Date”); provided, that neither party may terminate this Agreement pursuant to this Section 9.01 if such party is 7.1(b) shall not have breached in any material breach of respect its obligations under this Agreement (other than, in any manner that shall have proximately caused the case of Buyer’s right under this Section 9.01(b), a failure by Buyer to perform its obligation to consummate the Closing solely as Transactions on or before such date; (c) by either the Purchaser or the Seller if (i) a result of a failure to secure statute, rule, regulation or executive order shall have been enacted, entered or promulgated prohibiting the proceeds consummation of the Financing in an amount sufficient to consummate the transactions contemplated hereby (other than a Financing Failure Event arising out of or related to Buyer’s breach) in which case Buyer shall pay the Seller Termination Fee in accordance with Section 9.02(b)) Transactions or (ii) any court an order, decree, ruling or other Governmental Authority injunction shall have issued, enacted, entered, promulgated or enforced any Law or Governmental Order (that is final and non-appealable and that has not been vacated, withdrawn or overturned) entered permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; providedconsummation of the Transactions and such order, that decree, ruling or injunction shall have become final and non-appealable and the party seeking to terminate this Agreement pursuant to this Section 9.01(b) clause shall have complied with its obligationsused all reasonable efforts to remove such injunction, if anyorder, under Section 6.04decree or ruling; (cd) by the Seller, if: if the Purchaser shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) any of the representations and warranties of Buyer contained in Article V hereof shall fail to be true and correct or (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case, (A) would result in the a failure of a condition set forth in Section 8.03(a) 6.1 or Section 8.03(b) 6.3 and (Bii) which cannot be cured by February 28, 2006), provided that (if the breach or failure to perform is not curable or, if curable, is not cured upon capable of remedy or cure by the occurrence of the earlier of (1Purchaser) the thirtieth Seller shall have given the Purchaser written notice, delivered at least thirty (30th30) day after written notice thereof is given by Seller to Buyer and (2) the day that is five (5) Business Days days prior to such termination, stating the End Date; provided that Seller may not Seller's intention to terminate this Agreement pursuant to this Section 9.01(c7.1(d) and the basis for such termination; (e) by the Purchaser, if the Seller is shall have breached or failed to perform in any material breach respect any of its representations, warranties, covenants or other agreements contained in this Agreement; or (d) by Buyer, if: which breach or failure to perform (i) any of the representations and warranties of Seller contained in Article IV hereof shall fail to be true and correct or (ii) there shall be a breach by Seller of any covenant or agreement of Seller in this Agreement that, in either case, (A) would result in the a failure of a condition set forth in Section 8.02(a) 6.1 or Section 8.02(b6.2 and (ii) cannot be cured by February 28, 2006), provided that (if the breach or failure to perform is capable of remedy or cure by the Seller) the Purchaser shall have given the Seller written notice, delivered at least thirty (30) days prior to such termination, stating the Purchaser’s intention to terminate the Agreement pursuant to this Section 7.1(e) and the basis for such termination; or (f) by the Seller, if the difference between the Pre-Adjustment Purchase Price and the Closing Date Payment (taking account all applicable adjustments) would exceed EUR 50,000,000, provided that: (i) if the difference between the Pre-Adjustment Purchase Price and the Closing Date Payment as determined before the Closing Date in accordance with Section 2.1(g) does not exceed EUR 50,000,000, but the sum of (A) any such difference and (B) which is not curable or, if curable, is not cured upon the occurrence any further reduction of the earlier Purchase Price after the Closing Date pursuant to Section 2.1(d)(ii) and/or Section 2.1(e), does exceed EUR 50,000,000, the Seller shall have no right to terminate this Agreement and shall be required to accept any such further reduction of the Purchase Price; and (1ii) if the thirtieth (30thcalculation of the Closing Date Payment in accordance with Section 2.1(g) day after written notice thereof is given by Buyer shows that the difference between the Pre-Adjustment Purchase Price and the Closing Date Payment would exceed EUR 50,000,000 and the Seller exercises its right to Seller and (2) the day that is five (5) Business Days prior to the End Date; provided that Buyer may not terminate this Agreement pursuant to this Section 9.01(d) if Buyer is in material breach 7.1(f), the Purchaser shall have the right either to (at the Purchaser's option and subject to the provisions set out below as well as the proviso set out at the end of this Agreement.Section 7.1(f)(ii)):