Common use of Termination Events Clause in Contracts

Termination Events. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by the mutual written consent of all Parties hereto; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. (a) This Agreement may be terminated at any time prior to the Closing only as followsClosing: (ai) by the mutual written consent of all Parties heretothe Purchaser, the Company and the Stockholders’ Representative; (bii) by Buyer written notice from the Purchaser to the Company and the Stockholders’ Representative, if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant in any case agreement by HRSI, the Stockholder Company or the Company in Stockholders, or any such representation or warranty shall become untrue after the representations and warranties or covenants date of any of them set forth in this Agreement, which such that the conditions in the case of any Section 6.1 or Section 6.2 would not be satisfied and such breach of covenant has is not been curedcurable or, if curable, is not cured within five the earlier of (5A) business ten (10) days after written notification of such breach notice thereof is given by Buyer the Purchaser to HRSIthe Company and the Stockholders’ Representative, and (B) the Stockholder or the Company.Expiration Date; (ciii) by Stockholder or HRSI written notice from the Stockholders’ Representative to the Purchaser, if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant agreement by the Buyer Parties in Purchaser, or any such representation or warranty shall become untrue after the representations and warranties or covenants date of the Buyer Parties set forth in this Agreement, which such that the conditions in the case of any Section 6.1 or Section 6.3 would not be satisfied and such breach of covenant has is not been curedcurable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Purchaser, and (B) the Expiration Date; or (iv) by five (5) business days after days’ prior written notification 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 “Expiration Date”) for any reason other than delay or nonperformance of such or breach by Stockholder or HRSI the party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Buyer;Expiration Date. (db) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party 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 8.1 written notice 5.7 (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) and this Section 8.1, and the definitions used in each of the foregoing sections, including those set forth in Exhibit A hereto, all of which shall survive such termination (describing and the Termination Date. Notwithstanding the foregoing, nothing contained in reasonable detail the basis this Agreement shall relieve any party from liability for such termination) shall immediately be delivered to the other Partyany breach of this Agreement.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretoSeller Parent (on behalf of itself and Seller) and Buyer; (b) by Buyer Seller Parent (on behalf of itself and Seller) or Buyer, if there the Closing has been not taken place on or before January 31, 2011 (other than as a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants result of any failure on the part of them set forth in the terminating party to comply with or perform its covenants and obligations under this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.); (c) by Stockholder either Seller Parent (on behalf of itself and Seller) or HRSI if there has been Buyer if: (i) any court of competent jurisdiction or other Governmental Authority shall have issued a material misrepresentation final and non-appealable order or a breach shall have taken any other action having the effect of warranty permanently restraining or a breach of a covenant otherwise prohibiting the transactions contemplated by the Buyer Parties in Transaction Documents; or (ii) any Law making illegal the representations and warranties or covenants of transactions contemplated by the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the BuyerTransaction Documents shall have become effective; (d) by BuyerSeller Parent (on behalf of itself and Seller) if there is a material breach of any representation, HRSI warranty, covenant or Stockholder if the transactions contemplated by obligation of Buyer pursuant to this Agreement; provided, however, that Seller Parent shall not be permitted to terminate this Agreement have not been consummated by the Closing Date, except with respect pursuant to the election this Section 7.1(d) on account of any breach which is curable by Buyer unless Buyer fails to extend cure such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof;breach within thirty (30) days after receiving notice of such breach; or (e) by Buyer if HRSIthere is a material breach of any representation, the Stockholder warranty, covenant or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has obligation of Seller or is reasonably likely Seller Parent pursuant to have a Material Adverse Effect on the transactions contemplated herebythis Agreement; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant Buyer shall not be permitted to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of terminate this Agreement by either Party pursuant to this Section 8.1 written 7.1(e) on account of any breach which is curable by Seller or Seller Parent unless Seller or Seller Parent fails to cure such breach within thirty (30) days after receiving notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partybreach.

Termination Events. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent agreement of all Parties heretoREC and Buyer; (b) by written notice of either REC or Buyer if to such other Party if: (i) the Closing has not occurred by the close of business on November 1, 2018 (the “Outside Date”); or (ii) there has been is in effect a material misrepresentation final and non-appealable Order by a Governmental Authority of competent jurisdiction restraining, enjoining or a breach otherwise prohibiting the consummation of warranty or a breach of a covenant in any case the transactions contemplated by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.; (c) by Stockholder Buyer by written notice to REC if: (i) any condition to the obligations of Buyer set forth in Article 9 or HRSI if there Article 10 has been a material misrepresentation or a become reasonably incapable of fulfillment and such condition is not waived in writing by Buyer; (ii) (A) any Seller is in breach of any representation or warranty or a breach of a any covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth agreement contained in this Agreement, which the Bid Procedures Order and/or the Sale Order, (B) such breach would result in the case a failure of any a condition set forth in Article 9 or Article 10 and (C) such breach of covenant has not been cured, if curable, within five cured by the earlier of (51) business days twenty (20) Business Days after the giving of written notification notice by Buyer to Sellers of such breach by Stockholder and (2) the Outside Date; (iii) any Seller files a motion to have the Bankruptcy Court enter an Order dismissing, or HRSI 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 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 entered by the Bankruptcy Court within thirty (30) days of the execution of this Agreement by all Parties; (v) the Sale Order is amended, modified, vacated, reversed, or terminated without the prior written consent of Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated REC by this Agreement have not been consummated by the Closing Date, except with respect written notice to Buyer if: (i) any condition to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as obligations of Sellers set forth in Section 6.1 hereofArticle 10 or Article 11 has become incapable of fulfillment and such condition is not waived in writing by Sellers; (A) Buyer breaches any representation or warranty or any covenant or agreement contained in this Agreement, (B) such breach would result in a failure of a condition set forth in Article 10 or Article 11 and (C) such breach has not been cured by the earlier of (1) twenty (20) Business Days after the giving of written notice by REC to Buyer of such breach and (2) the 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 if HRSI, is the Stockholder or Backup Bidder (as defined in the Company amends the Schedules hereto between the Execution Date Bid Procedures Order) and the Closing and transaction contemplated by such amendment Competing Bid either (i) is thereafter consummated or (ii) has or is reasonably likely to have a Material Adverse Effect on not terminated but has not yet been consummated by the transactions contemplated herebydate forty-five (45) days after the Sale Hearing (as defined in the Bid Procedures Order); or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the no Party electing termination pursuant shall be entitled to Sections 8.1(bterminate this Agreement under Section 12.1(b)(i), Section 12.1(c)(i), Section 12.1(c)(ii), or Section 12.1(d) and (c) is not in material if such Party’s breach of any representations or warranties set forth herein or such Party’s breach of its representations, warranties, covenants and agreements hereunder (or agreements contained in this Agreement. In with respect to Sellers under the event Bid Procedures Order and/or the Sale Order) causes any of the termination of this Agreement conditions to Closing set forth in Article 10 and/or Article 11 for a breach by either Party pursuant Sellers, or Article 9 and/or Article 10, for a breach by Buyer, not to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partysatisfied.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to the Option Closing only as follows: Date (aif any) or the Option Expiration Date (if not exercised), be terminated: by either (y) Purchaser or (z) Sellers owning a majority of the Shares owned by all of the Sellers if a material Breach of any provision of this Agreement has been committed by the mutual written consent of all Parties hereto; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations other party and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant such Breach has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant waived by the Buyer Parties in the representations and warranties non-breaching Party; by either (y) Purchaser or covenants (z) Sellers owning a majority of the Buyer Parties set forth Shares owned by all Sellers if any of the conditions in this Agreement, which in the case of any breach of covenant Article VI has not been cured, satisfied as of a Closing Date or if curable, within five (5) business days after written notification satisfaction of such breach by Stockholder a condition is or HRSI to becomes impossible, and the Buyer; (d) by Buyer, HRSI other Party has not waived such condition on or Stockholder if the transactions contemplated by this Agreement have not been consummated by the before such Closing Date, except with respect unless the Party seeking to terminate this Agreement has caused, directly or indirectly, such condition to be unsatisfied or become impossible; by Purchaser if any of the election by Buyer to extend such date up to the Extended conditions in Article VII has not been satisfied as of a Closing Date or if Buyer satisfaction of such a condition is or becomes impossible, and Purchaser has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and not waived such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated condition on or before the such Closing Date, unless Purchaser has caused, directly or indirectly, such condition to be unsatisfied or become impossible; by mutual consent of Purchaser and Sellers owning a majority of the Shares owned by all Sellers; by either Purchaser or Sellers (by action of Sellers owning a majority of the Shares owned by all Sellers) if the First Closing has not occurred on or before October 30, 2003, or such later date as the parties may agree upon; or by Purchaser upon the occurrence of an event of default under any of (i) that certain Note Secured by Stock Pledge Agreement, dated as of even date herewith, by Seller in favor of ▇▇▇▇▇ ▇. provided▇▇▇▇▇, however(ii) that certain Stock Pledge Agreement, that the Party electing termination pursuant to Sections 8.1(b) dated as of even date herewith, by and between Seller and ▇▇▇▇▇ ▇. ▇▇▇▇▇, and (ciii) is not in material breach of any of its representations, warranties, covenants documents or agreements contained in this Agreementinstruments ancillary thereto. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.INDEMNIFICATION; REMEDIES

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by Parent if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of the Company set forth in this Agreement such that the conditions set forth in Section 6 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within five business days after written notice thereof to the Company; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 6 for the benefit of Parent are incapable of being satisfied on or before the End Date; (b) by the Company if there has been a breach of or inaccuracy in any representation, warranty, covenant or agreement of Parent set forth in this Agreement such that the conditions set forth in Section 7 would not be satisfied as of the time of such breach or inaccuracy and such breach or inaccuracy has not been cured within five business days after written notice thereof to Parent; provided, however, that no cure period shall be required (i) for a breach or inaccuracy which by its nature cannot be cured or (ii) if any of the conditions to Closing in Section 7 for the benefit of the Company are incapable of being satisfied on or before the End Date; (c) by Parent if the Required Stockholder Approval has not been obtained by the Company and delivered to Parent no later than 5:30 am Eastern time on the second business day following the date hereof; (d) by either Parent or Company if the Closing has not taken place on or before the date that is 20 days after the date hereof (the “End Date”); provided, however, that the right to terminate this Agreement under Section 8.1(d) shall not be available to any party whose breach of any covenant or agreement hereunder will have been the principal cause of, or will have directly resulted in, the failure of the Closing to occur on or before such date; (e) by either Parent or Company if any permanent injunction or other order of a Governmental Body of competent authority preventing the consummation of the Merger shall have become final and nonappealable; or (f) by the mutual written consent of all Parties hereto; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations Parent and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: (a) by either the mutual written consent Buyer or the Selling Parties if a material Breach of all Parties heretoany provision of this Agreement has been committed by any other Party and such Breach has not been waived; (b) by the Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the conditions in this Agreement, which in the case of any breach of covenant Section 6.1 has not been cured, satisfied as of the Outside Date or if curable, within five (5) business days after written notification satisfaction of such breach by a condition is or becomes impossible (other than through the failure of the Buyer to HRSI, comply with its obligations under this Agreement) and the Stockholder Buyer has not waived such condition on or before the Company.Outside Date; (c) by Stockholder or HRSI the Selling Parties, if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants any of the Buyer Parties set forth conditions in this Agreement, which in the case of any breach of covenant Section 6.2 has not been cured, satisfied as of the Outside Date or if curable, within five (5) business days after written notification satisfaction of such breach by Stockholder a condition is or HRSI becomes impossible (other than through the failure of any Selling Party to comply with its obligations under this Agreement) and the BuyerSelling Parties have not waived such condition on or before the Outside Date; (d) by the Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by FTC, Antitrust Division or any other Governmental Authority requires the Closing Datesubmission of additional information or documentary material (second request), except with respect pursuant to the election by Buyer to extend such date up to provisions of the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof▇▇▇ ▇▇▇ (▇▇▇▇▇▇▇▇▇ ▇▇ ▇.▇.▇. §▇▇▇(▇)) or any other applicable Antitrust Laws; (e) by the Selling Parties, if (i) 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 Closing had occurred at the time of such termination) are satisfied or waived on the date that the Closing should have been consummated in accordance with Article VIII, (ii) the Selling Parties have irrevocably certified in writing that they are ready, willing and able to consummate the Closing, and (iii) the Buyer if HRSI, fails to consummate the Stockholder or Contemplated Transactions within two (2) Business Days following receipt of written notice from the Company amends Selling Parties as to the Schedules hereto between the Execution Date satisfaction of such conditions and the Closing and such amendment has or is reasonably likely Selling Parties’ willingness to have a Material Adverse Effect on consummate the transactions contemplated herebyClosing; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event mutual written consent of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail Buyer and the basis for such termination) shall immediately be delivered to the other PartySelling Parties.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsDate, whether before or after the Surviving Company Shareholder Approval and Seller Shareholder have been obtained: (a) by the mutual written consent of all Parties heretoSeller and the Surviving Company; (b) by Buyer either Seller or the Surviving Company: (i) if, upon a vote at a duly held Surviving Company Shareholders Meeting or any adjournment thereof at which the Surviving Company Shareholder Approval shall have been voted upon, the Surviving Company Shareholder Approval shall not have 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 there has the Sale shall not have been consummated on or before December 31, 1999, unless the failure to consummate the Sale is the result of a material misrepresentation or a breach of warranty this Agreement by the party seeking to terminate this Agreement; (iv) if any Governmental Entity shall have issued an order, injunction, decree or a breach 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 covenant in any case material breach by HRSI, the Stockholder or the Company in the representations and warranties or covenants 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 them set forth 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, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.); or (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties Surviving Company in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of any material breach by any Principal Seller Shareholder of the termination terms of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartySeller Shareholders' Agreement.

Termination Events. This By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated at any time prior to the Closing only as follows: (a) by Buyer if a material Breach of any provision of this Agreement has been committed by any Seller and such Breach has not been waived by Buyer or cured by such Seller within 10 Business Days after the mutual date on which written consent notice of all Parties heretosuch Breach is delivered by Buyer to such Seller; (b) by Buyer any Seller if there a material Breach of any provision of this Agreement has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case committed by HRSI, the Stockholder or the Company in the representations Buyer and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant such Breach has not been cured, if curable, waived by such Seller or cured by Buyer within five (5) business days 10 Business Days after the date on which written notification notice of such breach Breach is delivered by Buyer such Seller to HRSI, the Stockholder or the Company.Buyer; (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach mutual consent of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyereach Seller; (d) by Buyer, HRSI or Stockholder Buyer if the transactions contemplated by Closing has not occurred within 90 days of the date of execution of this Agreement have not been consummated by (provided, however, that if the Closing DateSecurities Exchange Commission undertakes to review the Buyer’s proxy statement, except with respect such 90-day period shall be automatically extended to 120 days), or such later date as the election by parties may agree upon, unless Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth is in Section 6.1 hereof;material Breach of this Agreement; or (e) by Buyer any Seller if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on not occurred within 90 days of the transactions contemplated hereby; or date of execution of this Agreement (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that if the Party electing termination pursuant Securities Exchange Commission undertakes to Sections 8.1(b) and (c) review the Buyer’s proxy statement, such 90-day period shall be automatically extended to 120 days), or such later date as the parties may agree upon, unless such Seller is not in material breach Breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This Agreement Without limiting any other provision of this agreement: (a) either party (non-defaulting party) may terminate this agreement by notice in writing to the other party: (i) if the Sunset Date has passed before the Transaction has been implemented (other than as a result of a breach by the terminating party of its obligations under this agreement); (ii) if each of the following has occurred: (A) the other party (defaulting party) is in breach of a material provision of this agreement (other than for breach of a representation or warranty in clauses 1 or 2 of Schedule 3) at any time prior to 8.00am on the Second Court Date; (B) the non-defaulting party has given notice to the defaulting party setting out the relevant circumstances of the breach and stating an intention to terminate the agreement; and (C) the relevant circumstances have continued to exist five Business Days (or any shorter period ending at 8.00am on the Second Court Date) from the time the notice in clause 8.1(a)(ii)(B) is given; (iii) if the required majorities of Papillon Shareholders do not approve the Scheme at the Scheme Meeting; (iv) if the required majority of B2Gold Shareholders do not approve the B2Gold Resolutions; (v) if a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the Transaction and that order, decree, ruling or other action has become final and cannot be terminated appealed; or (vi) in accordance with clause 3.8(b); or (b) B2Gold may terminate this agreement by notice in writing to Papillon if at any time prior to 8:00am on the Second Court Date: (i) Papillon breaches any representation or warranty in clause 1 of Schedule 3 and: (A) the breach: (I) cannot be remedied by subsequent action on the part of Papillon before 8.00am on the Second Court Date; and (II) was of a kind that, had it been disclosed to B2Gold prior to its entry into this agreement, could reasonably be expected to have resulted in B2Gold either not entering into this agreement or entering into it on materially different terms; or (B) the breach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a Papillon Material Adverse Event; (ii) a Papillon Director fails to recommend the Scheme or the Transaction or makes or withdraws his recommendation that Papillon Shareholders vote in favour of the Scheme or makes a public statement indicating that he or she no longer supports the Scheme; (iii) a Papillon Prescribed Occurrence occurs prior to 8:00am on the Second Court Date; (iv) the Papillon Board recommends a Superior Offer for Papillon; or (v) a Competing Proposal for Papillon is announced, made, or becomes open for acceptance and, pursuant to that Competing Proposal for Papillon, the bidder for Papillon acquires voting power (within the meaning of section 610 of the Corporations Act) of 50% or more of Papillon and that Competing Proposal for Papillon is (or has become) free from any defeating conditions. (c) Papillon may terminate this agreement by notice in writing to B2Gold if: (i) at any time prior to 8.00am on the Second Court Date, B2Gold breaches any representation or warranty in clause 2 of Schedule 3 and: (A) the breach: 1. cannot be remedied by subsequent action on the part of B2Gold before 8.00am on the Second Court Date; and 2. was of a kind that, had it been disclosed to Papillon prior to its entry into this agreement, could reasonably be expected to have resulted in Papillon either not entering into this agreement or entering into it on materially different terms; or (B) the breach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a B2Gold Material Adverse Event; (ii) at any time prior to the Closing only as follows: (a) by date of the mutual written consent Scheme Meeting, a majority of all Parties heretothe Papillon Directors have changed, withdrawn or modified their recommendation in accordance with clause 5.6(a)(ii)(B); (biii) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, B2Gold Director fails to recommend the Stockholder B2Gold Resolutions or the Company Transaction or makes or withdraws his recommendation that B2Gold Shareholders vote in favour of the representations and warranties B2Gold Resolutions or covenants of any of them set forth in this Agreement, which in makes a public statement indicating that he or she no longer supports the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder B2Gold Resolutions or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the BuyerTransaction; (div) by Buyer, HRSI or Stockholder if in order to permit the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect Papillon Board to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have recommend a Material Adverse Effect on the transactions contemplated herebySuperior Offer; or (fv) by Buyer if a B2Gold Prescribed Occurrence occurs prior to 8:00am on the IPO is not successfully consummated on or before the Closing Second Court Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. (a) This Agreement may be terminated at shall automatically terminate (without the requirement of notice to or by any time prior to person) upon the Closing only as follows:occurrence of any of the following (each, an “Automatic Termination Event”): (ai) 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 all Parties hereto;the Company and 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 Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSIThe Requisite Noteholders, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreementor, which in the case of clauses (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 breach of covenant 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 been curedreceived 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, if curable2019; (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 five (5) business 30 days after written notification 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 to pay or breach results in the acceleration of such breach by Buyer 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 Subsidiaries, taken as a whole; (B) any material adverse change in the ability of Company to HRSI, consummate the Stockholder transactions contemplated hereby to occur before the Expiration Date; (C) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (D) any material adverse change in any of the rights and remedies of the Deferring Noteholders under this Agreement or the CompanyIndenture. (c) by Stockholder or HRSI if there has been The Company shall have the right, but not the obligation, upon five Business Days’ notice to the Requisite Noteholders, to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material misrepresentation breach by one or a breach more Deferring Noteholders of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that to the Party electing termination extent that non-breaching Deferring Noteholders party to this 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 respect to the breaching Deferring Noteholder(s) (which shall, by itself, not constitute a Company Termination Event); or (ii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by 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. (d) Upon the occurrence of the Termination Date, (i) 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 Parties hereunder shall automatically and immediately terminate, and be of 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 immediately become due and payable. For purposes of this Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a notice by the Requisite Noteholders pursuant to Sections 8.1(bSection 4(b) and hereof (cDeferring Noteholder Termination Event) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In by the event of the termination of this Agreement by either Party Company pursuant to this Section 8.1 written notice of such termination 4(c) hereof (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyCompany Termination Event).

Termination Events. This By written notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated at any time prior to the Closing only as follows: (a) by Parent, in the mutual event Company breaches any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other breach, would cause any condition set forth in Section 7.1 or Section 7.2 not to be satisfied, and (ii) is not cured (if such breach is capable of being cured) within ten (10) days following delivery of written consent notice of all Parties heretosuch breach from Parent to Company; (b) by Buyer if there has been a material misrepresentation Company, in the event Parent or a breach of Merger Sub breaches any representation, warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth contained in this Agreement, which and such breach (i) individually or in the case combination with any other breach, would cause any condition set forth in Section 7.1 or Section 7.3 not to be satisfied, and (ii) is not cured (if such breach is capable of any breach being cured) within ten (10) days following delivery of covenant has not been cured, if curable, within five (5) business days after written notification notice of such breach by Buyer from Company to HRSI, the Stockholder or the Company.Parent; (c) by Stockholder Parent or HRSI Company, if there any temporary, preliminary or permanent injunction or other order has been a material misrepresentation or a breach issued since the date of warranty or a breach of a covenant this Agreement by any Governmental Entity that prevents the Buyer Parties in the representations and warranties or covenants consummation of the Buyer Parties set forth in transactions contemplated hereby, or if any law has been enacted, promulgated or enforced since the date of this Agreement, which in Agreement by any Governmental Entity that makes the case consummation of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer;transactions contemplated hereby illegal. (d) by BuyerParent or Company, HRSI or Stockholder if any of the conditions to such party’s obligation to close the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI hereby as set forth in Section 6.1 hereofArticle VII has not been satisfied by the Closing Date or if satisfaction of any such condition becomes impossible (other than through the failure of the terminating party to comply with its obligations under this Agreement) and such party has not waived such condition on or before such date; (e) by Buyer if HRSImutual consent of Parent, the Stockholder or the Company amends the Schedules hereto between the Execution Date Merger Sub and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyCompany; or (f) by Buyer Parent or Company, if the IPO is Closing has not successfully consummated occurred on or before 5:00 p.m., local time, on January 17, 2008, or such later date as the Closing Date. providedparties may agree upon, however, that unless the terminating Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This (a) Subject to Section 4(d), this Agreement may be terminated at shall automatically terminate (without the requirement of notice to or by any time prior 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 Closing only 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 follows:so extended if applicable, the “Expiration Date”); (aii) 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 all Parties hereto;the Company and the Requisite Noteholders. (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSISubject to Section 4(d), the Stockholder 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 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 been agreed to by the Company and each creditor under such Other Indebtedness on or before the consummation of the Recapitalization; (iv) the Company does not launch the Exchange Offer on or before April 29, 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 representations and warranties 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; (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 covenants any court of competent jurisdiction of any ruling or order that prevents or delays consummation of the Recapitalization beyond the Expiration Date; (vii) a breach by the Company of any of them its agreements or covenants in this Agreement or breaches any representation and warranty of the Company in this Agreement; (viii) the Company publicly announces its intention not to comply with the terms of this Agreement; (ix) the Interest Deferral Agreement is terminated according to its terms; or (x) the occurrence of (i) any material adverse change in the business, condition (financial or otherwise), results of operations properties, assets or prospects of the Company and its Subsidiaries, taken as a whole; (ii) any material adverse change in the ability of Company to consummate the transactions contemplated hereby to occur before the Expiration Date; (iii) any material adverse change in the ability of the Company to perform any of its obligations under this Agreement; or (iv) any 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 the right, but not the obligation, upon five Business Days’ notice to the Consenting Noteholders, to terminate this Agreement upon the occurrence of any of the following (each, a “Company Termination Event”): (i) a material breach by one or more Consenting Noteholders of this Agreement; provided, however, that to the extent that non-breaching Consenting Noteholders party to this 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 respect to the breaching Consenting Noteholder(s); (ii) other than the customary process to obtain the CNV’s approval for the Recapitalization, the issuance by 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 this Agreement, which clause (i) under the caption “Conditions” in the case of any breach of covenant has not been cured, if curable, Exhibit A hereto to be satisfied within five (5) business 45 calendar days after written notification of such breach the date the Exchange Offer is launched by Buyer to HRSI, the Stockholder or the Company. (cd) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by Upon the Buyer Parties in the representations and warranties or covenants earlier of the Buyer occurrence of the Termination Date or the consummation of the Exchange Offer, this Agreement shall terminate and all obligations of the Parties set forth in this Agreementhereunder shall automatically and immediately terminate, which and be of no further force and effect; provided that the provisions of Sections 2(j), 2(k), 2(l) (solely, in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b2(k) and (c) is not 2(l), in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of consummation of the Exchange Offer), 8, 10, 11 and 12, and the obligations of the Parties with respect thereto, shall survive any such termination until such provisions are terminated by mutual written agreement of the Parties. For purposes of this Agreement Agreement, “Termination Date” means the earlier of (i) the date on which an Automatic Termination Event occurs or (ii) on the fifth Business Day following the delivery of a notice by either Party the Requisite Noteholders pursuant to this Section 8.1 written notice of such termination 4(b) (describing in reasonable detail Consenting Noteholder Termination Event) or by the basis for such terminationCompany pursuant to Section 4(c) shall immediately be delivered to the other Party(Company Termination Event).

Termination Events. This Agreement may be terminated at any time prior to the Closing only as follows: (a) In the event of a breach of a material term of (x) this Agreement by Change Your Life or the mutual ▇▇▇▇▇▇▇ Group (y) of Sections 3.3 and 8.5 of the Contribution and Exchange Agreement by and among Change Your Life, GHS, Inc. and certain of the stockholders of GHS, Inc. or (z) of the obligations of GHS, Inc. to ▇▇▇▇▇▇▇ under that certain letter agreement dated April 23, 1999 regarding reimbursement of expenses, the non-breaching party may terminate this Agreement provided that it has given the breaching party written consent notice of all Parties hereto;such breach and the breaching party has not within the 45 business days of the receipt of such notice, corrected such breach if it is capable of correction, provided however, that if the breaching party believes the breach is incapable of being cured, said question shall be referred to arbitration under the terms of Section 13.5. In the event the arbitration concludes that the breach was curable but was not cured, then the Agreement shall terminate upon such finding and the breaching party may be found liable for damages in the arbitration. If, however, the arbitration finds that the breach was not capable of being cured, then damages may be assessed against the breaching party, but the Agreement will not terminate unless the same breach occurs again, in which case, notwithstanding the fact that the subsequent breach is incapable of being cured, the Agreement will terminate. (b) by Buyer The ▇▇▇▇▇▇▇ Group shall have the right to terminate this Agreement upon providing written notice to Change Your Life if there has been a material misrepresentation Change Your Life: (i) becomes insolvent or a breach unable to pay its debts as they mature or makes an assignment for the benefit of warranty or a breach its creditors; (ii) is the subject of a covenant voluntary petition in bankruptcy or any case by HRSIvoluntary proceeding relating to insolvency, receivership, liquidation, or composition for the Stockholder benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing; (iii) becomes the Company in the representations and warranties or covenants subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of them set forth in this Agreement, which in the case of any breach of covenant has not been curedcreditors, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder petition or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO proceeding is not successfully consummated on dismissed within sixty (60) days of filing; or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (civ) is not in material breach of any of its representations, warranties, covenants liquidated or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partydissolved.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser and ConvaTec; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or Purchaser (so long as the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO Purchaser is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement. In the event ) if there has been a breach of any of the termination Sellers’ representations, warranties or covenants contained in this Agreement, which would result in the failure of this Agreement by either Party pursuant to this a condition set forth in Section 8.1 6.1(a) or Section 6.1(b), and which breach has not been cured within 15 days after written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be 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, warranties or covenants 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 Partynonappealable 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 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; (e) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before September 30, 2012; or (f) by ConvaTec if the Closing has not occurred (other than through the failure of the Sellers to comply fully with their obligations under this Agreement) on or before September 30, 2012.

Termination Events. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretothe Sellers and Purchaser; (b) by Buyer Purchaser, if there it determines, using its sole and absolute discretion, that at the Closing it will be unable to obtain all right, title and interest in and to any of the Intellectual Property or the Software necessary for its operation of the Business and the Assets, free and clear of any Encumbrances; (c) by Purchaser, if the Sale Order has not been entered within 40 days after the date hereof; (d) by Purchaser, if the Closing shall not have occurred within (i) 45 days after the date hereof, or (ii) 60 days after the date hereof, if the failure of the Closing to occur by such date shall have been caused by a material misrepresentation or a breach of warranty or a breach stay issued by the Bankruptcy Court upon motion of a covenant creditor or other party in any case by HRSI, interest (other than Sellers) relating to the Stockholder Transaction or the Company in the representations and warranties or covenants of any of them set forth in this Agreementbidding process, which provided, in the case of any clauses (i) and (ii) hereof, that the failure of the Closing to occur by such applicable date shall not have been caused by, or result from, a breach of covenant has not been curedthis Agreement by Purchaser; (e) by Purchaser, if curablein the event of any material breach by Sellers of any of Sellers' agreements, representations or warranties contained herein and the failure of Sellers to cure such breach within five (5) business days after receipt of written notification of notice from Purchaser requesting such breach by Buyer to HRSI, the Stockholder or the Company.be cured; (cf) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties Sellers, in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case event of any material breach by Purchaser of covenant has not been curedany of Purchaser's agreements, if curable, representations or warranties contained herein and the failure of Purchaser to cure such breach within five (5) business days after written notification receipt of notice from Sellers requesting such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebybe cured; or (fg) by Buyer automatically, if the IPO is not successfully consummated on or before Bankruptcy Court deems a Person other than Purchaser as the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartySuccessful Bidder.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser and the Seller; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or Purchaser (so long as the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO Purchaser is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement. In the event ) if there has been a breach of any of the termination Seller’s representations, warranties or covenants contained in this Agreement, which would result in the failure of this Agreement by either Party pursuant to this a condition set forth in Section 8.1 6.1(a) or Section 6.1(b), and which breach has not been cured within thirty (30) days after written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be 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, warranties or covenants 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 Partynonappealable 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 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) Intentionally omitted and reserved; (f) by the Purchaser if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before May 31, 2010; or (g) by the Seller if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before May 31, 2010.

Termination Events. This Any of the following acts or occurrences shall constitute a Termination Event under this Agreement may be terminated at any time prior to the Closing only as follows:(each, a “Termination Event”): (a) if either Servicer on the one hand or the Lender on the other hand, has breached in any material respect any covenant, representation or other provision of this Agreement and has not cured such breach within thirty (30) days after receiving written notice describing such breach; provided, however, if such breach is not capable of being cured within thirty (30) days and such party is diligently working to cure such breach, such party shall have such additional time as reasonably approved by the mutual written consent of all Parties heretoother party to cure such breach; (b) any failure by Buyer Servicer to deliver to the Lender any report or information it is required to deliver pursuant to the terms of this Agreement if there has been such failure continues unremedied for a material misrepresentation or a breach period of warranty or a breach fifteen (15) days following receipt by Servicer of a covenant in any case by HRSI, written notice from the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification Lender of such breach by Buyer to HRSI, the Stockholder or the Company.failure; (c) by Stockholder or HRSI if there Servicer has been a grossly negligent in any material misrepresentation respect or a breach of warranty engaged in unlawful acts or a breach of a covenant by the Buyer Parties willful misconduct in the representations performance of its duties under this Agreement and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been curedcured such negligence, if curable, act or misconduct within five ten (510) business days after receiving written notification of such breach by Stockholder or HRSI to notice from the BuyerLender; (d) by Buyer, HRSI if an involuntary bankruptcy proceeding or Stockholder if the transactions contemplated by this Agreement have not a similar regulatory action has been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer commenced against either party or any of its direct or indirect parents and has made the Extension Payments to HRSI as set forth in Section 6.1 hereofremained undismissed or undischarged for a period of thirty (30) consecutive days; (e) by Buyer if HRSIeither party has made a general assignment for the benefit of its creditors, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant such party has admitted in writing its inability to Sections 8.1(b) and (c) is not in material breach of any of pay its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partydebts generally as they become due.

Termination Events. (a) This Agreement may be terminated and the Transaction contemplated by this Agreement may be abandoned at any time prior to the Closing only as followsClosing: (ai) by the mutual written consent of all Parties heretothe Parties; (bii) in accordance with clauses 4.2(b) and 6.4(a); (iii) by Buyer the Purchaser, if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in Seller’s Warranty or any case by HRSI, Seller’s Warranty shall have become untrue after the Stockholder or the Company in the representations date of this Agreement and warranties or covenants of any of them set forth in this Agreement, which in the case of any such breach of covenant has is not been curedcurable or, if curable, is not cured within five (5) business days 10 Business Days after written notification of such breach notice thereof is given by Buyer the Purchaser to HRSI, the Stockholder or the Company.Seller; (civ) by Stockholder or HRSI the Seller, if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by Purchaser’s Warranty or any Purchaser’s Warranty shall have become untrue after the Buyer Parties in the representations date of this Agreement and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any such breach of covenant has is not been curedcurable or, if curable, is not cured within five (5) business days 10 Business Days after written notification of such breach notice thereof is given by Stockholder or HRSI the Seller to the BuyerPurchaser; (dv) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect pursuant to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyclause 5.2; or (fvi) by Buyer either the Purchaser or the Seller, if a meeting of the IPO is limited partners of the Seller to consider and vote upon a proposal to approve the sale of the Shares in 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 successfully consummated on have been obtained at the meeting or before the Closing Date. provided, however, that the Party electing any adjournment or postponement thereof. (b) Upon termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the , clauses 1, and 8.2 to 8.11 (inclusive) shall remain in full force and effect and any termination of this Agreement by either Party pursuant shall not affect and be without prejudice to any rights or liabilities that have accrued under this Section 8.1 written notice of Agreement prior to such termination (describing in reasonable detail the basis for or under any provision which is expressly stated not to be affected by such termination) shall immediately be delivered to the other Party.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: (a) by either Buyer or Seller if a material Breach of any provision of this Agreement has been committed by the mutual other party and such Breach has not been waived or such Breach has not been remedied within thirty (30) days after written consent of all Parties heretonotice is given specifying the Breach and demanding it to be remedied; (bi) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the conditions in this Agreement, which in the case of any breach of covenant Article VII has not been cured, satisfied as of the Closing Date or if curable, within five (5) business days after written notification satisfaction of such breach by a condition is or becomes impossible (other than through the failure of Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in comply with its obligations under this Agreement, which in the case of any breach of covenant ) and Buyer has not been cured, if curable, within five (5) business days after written notification of waived such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated condition on or before the Closing Date. provided; or (ii) by Seller, however, that if any of the Party electing termination pursuant conditions in Article VIII 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 Seller to Sections 8.1(bcomply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; (c) is by mutual consent of Buyer and Seller; or (d) by either Buyer or Seller if the Closing has not in 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, 1998, or such later date as the parties may agree upon; or (e) (i) by Buyer if a material breach Breach of any provision of any of the Purchase Agreements has been committed by any party other than Buyer thereto and 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 remedied, or (ii) 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 condition is or becomes impossible (other than through the failure of Buyer to comply with its representations, warranties, covenants or agreements contained in obligations under this Agreement. In ) and Buyer has not waived such condition on or before the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyClosing Date.

Termination Events. (a) This Agreement may be terminated at any time prior to the Closing only as followsClosing: (ai) by the mutual written consent of all Parties heretothe Purchaser and the Stockholders’ Representative; (bii) by Buyer written notice from the Purchaser to the Stockholders’ Representative, if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant in any case agreement by HRSI, the Stockholder Company or the Company in Stockholders, or any such representation or warranty shall become untrue after the representations and warranties or covenants date of any of them set forth in this Agreement, which such that the conditions in the case of any Sections 6.1 or 6.2 would not be satisfied and such breach of covenant has is not been curedcurable or, if curable, is not cured within five the earlier of (5A) business 10 days after written notification of such breach notice thereof is given by Buyer the Purchaser to HRSIthe Stockholders’ Representative, and (B) the Stockholder or the Company.Expiration Date; (ciii) by Stockholder or HRSI written notice from the Stockholders’ Representative to the Purchaser, if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant agreement by the Buyer Parties in Purchaser, or any such representation or warranty shall become untrue after the representations and warranties or covenants date of the Buyer Parties set forth in this Agreement, which such that the conditions in the case of any Sections 7.1 or 7.2 would not be satisfied and such breach of covenant has is not been curedcurable or, if curable, is not cured within five the earlier of (5A) business 10 days after written notification of such breach notice thereof is given by Stockholder or HRSI the Stockholders’ Representative to the BuyerPurchaser, and (B) the Expiration Date; (div) by Buyer, HRSI or Stockholder if written notice from the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect Purchaser to the election by Buyer to extend such date up to Stockholders’ Representative under the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth circumstances described in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby5.13; or (fv) by Buyer if written notice by the IPO is Stockholders’ Representative to the Purchaser or the Purchaser to the Stockholders’ Representative, as the case may be, in the event the Closing has not successfully consummated occurred on or before prior to September 30, 2015 (the Closing “Expiration Date. provided, however, that ”) for any reason other than delay or nonperformance of or breach by the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for party seeking such termination) shall immediately be delivered to the other Party.

Termination Events. This Subject to the provisions of Section 6.2, this Agreement may be terminated at any time and abandoned, by written notice given prior to the Closing only effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the mutual written consent Stockholders, on the one hand, or by the JDH Entities, on the other hand, if: (i) at any time following execution and delivery of the Short-Term Line of Credit Agreement and prior to Closing, funding thereunder is not available to the borrower thereunder upon such borrower's satisfaction of all Parties heretoapplicable terms and conditions thereunder; (ii) the Closing shall not have occurred on or before December 31, 2005; provided, however, that the right to terminate this Agreement pursuant to this Section 6.1(a)(ii) will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (iii) the Incapacity of JQH occurs at any time prior to the Effective Time; (b) by Buyer if there has been a material misrepresentation or a breach mutual written consent of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.parties hereto; (c) by Stockholder or HRSI the JDH Entities, if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants any of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of Stockholders materially breaches any of its representations, warranties, covenants or other agreements contained in under this Agreement. In the event Agreement (provided that any representation, warranty, covenant or agreement of the termination Stockholders contained herein that is subject to a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the Stockholders) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by the JDH Entities; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such breach; or (d) by the Stockholders, if either of the JDH Entities materially breaches any of its representations, warranties, covenants or other agreements under this Agreement by either Party pursuant (provided that any representation, warranty, covenant or agreement of the JDH Entities contained herein that is subject to this Section 8.1 a materiality or similar qualification will not be so qualified for purposes of determining the existence of any breach thereof on the part of the JDH Entities) and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the JDH Entities by the Stockholders; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partybreach.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: 11.1.1 by mutual consent of the Acquiror and the Shareholders (a) acting jointly); 11.1.2 by the mutual written consent of all Parties hereto; (b) by Buyer Acquiror, if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the conditions in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement Section 9 have not been consummated by satisfied as of the Closing Date, except Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (eits obligations under this Agreement) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and Acquiror has not waived such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated 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 hereby; 11.1.5 by the Acquiror, if, prior to the Closing Date, the Company or any Shareholder is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the date of notice of default served by the Acquiror claiming such breach; provided, however, that the Party electing termination right to terminate this Agreement pursuant to Sections 8.1(b) and this Section 11.1.5 shall not be available to the Acquiror if the Acquiror is in material breach of this Agreement at the time notice of termination is delivered; 11.1.6 by the Shareholders (c) acting jointly), if, prior to the Closing Date, the Acquiror is not in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements agreement herein contained in this Agreement. In the event and such breach shall not be cured within 10 days of the termination 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 cure such breach; provided, however, that the right to terminate this Agreement by either Party pursuant to this Section 8.1 written 11.1.6 shall not be available to the Shareholders (acting jointly) if any Shareholder is in material breach of this Agreement at the time notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyis delivered.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretothe Purchaser and the Seller; (b) by Buyer the Purchaser if there the Closing has been not taken place on or before the date that is thirty (30) days following the date of this Agreement (other than as a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants result of any failure on the part of them the Purchaser to comply with or perform its covenants and obligations under this Agreement); (c) by the 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 result of any failure on the part of the Seller to comply with or perform any covenant or obligation set forth in this Agreement); (d) by either the Purchaser or the Seller if a court of competent jurisdiction or other Governmental Body shall have issued a final and nonappealable order, which decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting any of the Transactions; (e) by the Purchaser if any of the Seller’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), or if any of the Seller’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that the Purchaser may not terminate this Agreement under this Section 7.1(e) on account of an inaccuracy in the case Seller’s representations and warranties, or on account of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties Seller, unless: (i) such inaccuracy or breach would cause the conditions in the representations Sections 5.1 or 5.2 not to be satisfied; and warranties (ii) such inaccuracy or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, (if curable, ) is not cured by the Seller within five (5) business 30 calendar days after receiving written notification notice from the Purchaser of such breach by Stockholder inaccuracy or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebybreach; or (f) by Buyer the Seller if any of the IPO is not successfully consummated 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), or before if any of the Closing Date. Purchaser’s covenants contained in this Agreement shall have been breached in any respect; provided, however, that neither the Party electing termination pursuant 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) such inaccuracy or breach would cause the conditions in Section 6.1 or 6.2 not to Sections 8.1(b) be satisfied; and (cii) such inaccuracy or breach (if curable) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In cured by the event of the termination of this Agreement by either Party pursuant to this Section 8.1 Purchaser within 30 calendar days after receiving written notice from the Seller of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyinaccuracy or breach.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated at any time prior to terminated, and the Closing only Contemplated Transactions abandoned, as follows: (a) by the 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 all Parties heretosuch breach has been delivered to Seller and which breach has not been waived by Buyer; (b) by Buyer Seller if there a material breach or material violation of any provision of this Agreement has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case committed by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this AgreementBuyer, which in the case of any breach of covenant cannot be or has not been cured, if curable, cured within five thirty (530) business days after written notification notice of such breach has been delivered to Buyer and which breach has not been waived by Buyer to HRSI, the Stockholder or the Company.Seller; (c) by Stockholder or HRSI Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties any condition in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant Article 7 has not been curedsatisfied as of September 30, if curable2004 (other than through the failure of Buyer to comply with its obligations under this Agreement), within five (5) business days after written notification of and Buyer has not waived such breach by Stockholder condition on or HRSI to the Buyerbefore such date; (d) by Buyer, HRSI or Stockholder Seller if the transactions contemplated by this Agreement have any condition in Article 8 has not been consummated by satisfied as of September 30, 2004 (other than through the Closing Datefailure of Seller to comply with its obligations under this Agreement), except with respect to the election by Buyer to extend and Seller has not waived such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofcondition on or before such date; (e) by mutual written consent of Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebySeller; or (f) subject to each of the 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 acquisition by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of Assets, the RSI Stock, the Business and RSI, and such termination (describing in reasonable detail the basis for such termination) Order or other action shall immediately be delivered to the other Partyhave become final and non-appealable.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretoSF and B▇▇▇▇; (b) by Buyer either Sellers or Buyer, if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant Closing has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated taken place on or before 5:00 p.m. (central time) on March 29, 2024 (the Closing "End Date. "); provided, however, that the Party electing termination neither Sellers nor Buyer shall be permitted to terminate this Agreement pursuant to Sections 8.1(bthis Section 11.1(b) and if the failure to consummate the Transactions by the End Date (cas the same may be extended) results from, or is not in caused by, a material breach by such party of any of its representations, warranties, covenants or agreements contained herein; (c) by Sellers if: (i) any of the representations and warranties of Buyer contained in this Agreement. In the event Agreement shall be inaccurate as of the termination date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 10.1 would not be satisfied; or (ii) any of the covenants of Buyer contained in this Agreement shall have been breached such that the condition set forth in Section 10.2 would not be satisfied; provided, however, that if an inaccuracy in any of the representations and warranties of Buyer as of a date subsequent to the date of this Agreement or a breach of a covenant by either Party B▇▇▇▇ is curable by Buyer through the use of reasonable efforts within ten days after Buyer notifies Sellers in writing of the existence of such inaccuracy or breach (the "Buyer Cure Period"), then Sellers may not terminate this Agreement under this Section 11.1(c) as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure Period, provided that Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Sellers may not terminate this Agreement pursuant to this Section 8.1 11.1(c) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of the Buyer Cure Period); (d) by Buyer if: (i) any of representations and warranties of Sellers contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement, such that the condition set forth in Section 9.1 would not be satisfied; or (ii) if any of the covenants of Sellers contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied; provided, however, that if an inaccuracy in any of Sellers' representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by Sellers is curable by Sellers through the use of reasonable efforts within ten days after Sellers notify Buyer in writing of the existence of such inaccuracy or breach (the "Seller Cure Period"), then Buyer may not terminate this Agreement under this Section 11.1(d) as a result of such inaccuracy or breach prior to the expiration of Seller Cure Period, provided that Sellers, during Seller Cure Period, continue to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 11.1(d) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of Seller Cure Period); (e) by Sellers or Buyer, by written notice from Sellers or Buyer to the other, if any Governmental Body of competent jurisdiction shall have issued a Court Order, enacted any Law or taken any other action restraining, enjoining or otherwise prohibiting the consummation of the Transactions and, in the case of Court Orders and other actions, such Court Order or other action shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(e) shall not be available to the party seeking to terminate if any action of such termination party or any failure of such party to act has contributed to such Court Order or other action and such action or failure constitutes a breach of this Agreement; (describing f) by Sellers, if Sellers (x) have received a bona fide written Acquisition Proposal that the Seller Board determines in reasonable detail good faith, after consultation with its financial advisors and outside counsel, constitutes a Superior Proposal, and the basis for Seller Board determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties to the stockholders of SF, and Sellers have complied with the requirements of Section 7.8(d) in regard thereto, and (y) Sellers, simultaneous with such termination, pay to Buyer in immediately available funds any fees required to be paid pursuant to Section 11.3(b); provided, that Sellers agree that they will not enter into a binding agreement related to the Superior Proposal referred to in clause (x) shall immediately be above until at least the fourth Business Day after it has provided the notice to Buyer required by Section 7.8, if any, and in the event of any material change to the terms of such Superior Proposal, Sellers will, in each case, have delivered to Buyer an additional notice as required by Section 7.8 and the other Partynotice period will have recommenced; (g) by Buyer, if the Seller Board (i) will have made a Change of Board Recommendation; or (ii) will have failed to reaffirm its approval or recommendation of this Agreement and the sale of the Mediasite Business as promptly as reasonably practicable (but in any event within five Business Days after receipt of any written request to do so from Buyer) at any time following the public disclosure of an Acquisition Proposal; or (h) by Buyer if the Seller Stockholder Approval is not obtained at the Seller Meeting.

Termination Events. This Agreement may be terminated at any time may, prior to the Closing only as follows: Closing, be terminated (ai) by the mutual written consent of all Parties hereto; (b) by Buyer Purchaser, if there has been a material misrepresentation or a breach of warranty 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 a covenant in any case provision of this Agreement has been committed by HRSI, the Stockholder or the Company in the representations Purchaser and warranties or covenants of any of them set forth in this Agreement, which in the case of any such breach of covenant has not been curedwaived, 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 curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants any of the Buyer Parties set forth conditions in this Agreement, which in the case of any breach of covenant Section 6.2 has not been curedsatisfied 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 curableany of the conditions in Section 6.3 has not been satisfied on or before July 31, within five (5) business days after written notification 2006, or if satisfaction of such breach a condition by Stockholder such date is or HRSI becomes impossible (other than through the failure of Seller to comply with their respective obligations under this Agreement) and Seller has not waived such condition on or before the Buyer; Closing Date; (dv) by Buyereither the Seller or Purchaser if any Governmental authority shall have issued an order, HRSI decree or Stockholder if ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; become final and nonappealable; or (evi) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date mutual written consent of Purchaser and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartySeller.

Termination Events. This Subject to the provisions of Section 6.2, this Agreement may be terminated at any time and abandoned, by written notice given prior to the Closing only effectiveness of the Merger in the manner hereinafter provided, as follows: (a) by the mutual 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 all Parties heretoacceptance of, and acknowledged 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 Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in at any case by HRSI, the Stockholder or the Company in the representations time following execution and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants delivery of the Buyer Parties set forth in this AgreementShort-Term Line of Credit Agreement and prior to Closing, which in the case of any breach of covenant has funding thereunder is not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI available to the Buyer; (d) by Buyer, HRSI or Stockholder if borrower upon the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date borrower's satisfaction of all applicable terms and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyconditions thereunder; or (fiii) by Buyer if the IPO is Closing shall not successfully consummated have occurred on or before the Closing Date. December 31, 2005; provided, however, that the Party electing termination right to terminate this Agreement pursuant to Sections 8.1(bthis Section 6.1(a)(iii) and will not be available to any party whose failure to perform or observe any of its obligations under this Agreement or any Transaction Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date. (b) by mutual written consent of the parties hereto; (c) is not in material breach by JDH and JQHA, if any of the Stockholders materially breaches any of its representations, warranties, covenants or other agreements contained in this Agreement. In the event of the termination of under this Agreement by either Party pursuant and, with respect to this Section 8.1 any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to the Stockholders by JDH or JQHA; provided, however, that no cure period will be permitted for any such breach that by its nature cannot be cured or as a result of such termination breach; or (describing in reasonable detail d) by the basis Stockholders, if either JDH or JQHA materially breaches any of its representations, warranties, covenants or other agreements under this Agreement and, with respect to any breach of a covenant contained herein, such breach is not cured within ten (10) days after written notice to JDH and JQHA by the Stockholders; provided, however, that no cure period will be permitted for any such termination) shall immediately breach that by its nature cannot be delivered to the other Partycured or as a result of such breach.

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 hereby may be abandoned at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretoSeller and Buyer; (b) by either Seller or Buyer by giving written notice to the other Party if there the Closing shall not have occurred by the date that is one hundred eighty (180) days after the date of this Agreement (the “Termination Date”), unless extended by written agreement of Seller and Buyer; provided, however that if the only conditions that have not been satisfied or waived as of the Termination Date are the obtaining of any Consents from any Governmental Authority (including, solely for the purposes of this Section 9.1(b), Consents from the U.S. Department of Energy) required under Section 6.4, the Termination Date shall be automatically extended for an additional sixty (60) days; provided further that the right to terminate this Agreement under this subsection (b) shall not be available to any Party whose breach of its obligations under this Agreement has been a material misrepresentation cause of, or a breach of warranty or a breach of a covenant in any case by HRSIresulted in, the Stockholder or failure of the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of transactions contemplated hereby to be consummated by such breach by Buyer to HRSI, the Stockholder or the Company.time; (c) by Stockholder either Seller or HRSI Buyer by giving written notice to the other Party if there such other Party has been breached its covenants, agreements or other obligations hereunder in a material misrepresentation or a breach manner that would reasonably be expected to cause any condition of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties such Party giving notice set forth in this AgreementArticle VII not to be satisfied and, which except in the case of any a breach of covenant Buyer’s obligation to effect the Closing and pay the Purchase Price in accordance with the terms of Article II, such breach either is not capable of being cured or has not been cured, if curable, cured within five the earlier of thirty (530) business days after written notification of such breach thereof and the Termination Date by Stockholder or HRSI to the BuyerParty seeking termination hereunder; (d) by Buyereither Seller or Buyer by giving written notice to the other Party if any Governmental Authority shall have issued an order, HRSI decree or Stockholder if ruling or taken any 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, that the right to terminate this Agreement have under this subsection (d) shall not be available to any Party whose breach of its obligations under this Agreement has been a cause of, or resulted in, the failure of the transactions contemplated hereby to be consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof;time; or (e) by Buyer Seller if HRSI, (i) all the Stockholder conditions set forth in Section 7.1 and Section 7.3 and have been satisfied (and continue to be satisfied) or the Company amends the Schedules hereto between the Execution Date and irrevocably waived (other than any such conditions which by their terms are not capable of being satisfied until the Closing Date) and such amendment has or is reasonably likely to have a Material Adverse Effect on (ii) the Buyer does not consummate the transactions contemplated hereby; or hereby within three (f3) by Buyer if Business Days of the IPO is not successfully consummated on or before day the Closing Date. provided, however, that the Party electing termination is required to occur pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party2.5.

Termination Events. (a) This Agreement may be terminated at any time may, by written notice given prior to or at the Closing only as followsClosing, be terminated: (ai) (A) by the Buyer if a material breach of any provision of this Agreement has been committed by the Seller and such breach has not been waived or (B) by the Seller if a material breach of any provision of this Agreement has been committed by the Buyer and such breach has not been waived; provided, that if such breach is capable of being cured a party may not terminate this Agreement under this Section 8.1(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 satisfaction of any of the conditions in Article VI is 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 written consent of all Parties hereto;the Buyer and the Seller; or (iv) by the Seller (other than through the breach of the Seller of its obligations under this Agreement) or the Buyer (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 may agree. (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSIIf GSE Approval is not obtained, the Stockholder or Buyer and the Company in Seller shall take the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as actions set forth in Section 6.1 hereof; (e) by Buyer if HRSI2.6, the Stockholder or the Company amends the Schedules hereto between the Execution Date including to enter into an agreement terminating this Agreement and the Closing Transaction Documents, which agreement shall set forth the rights and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event obligations of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such parties after termination) shall immediately be delivered to the other Party.

Termination Events. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing only as followsDate: (a) by the mutual written consent of all Parties heretoSellers and Purchaser; (b) by Buyer Purchaser if there (i) Sellers shall not have initiated the New Bankruptcy Cases within two days of the Effective Date or any New Bankruptcy Case so initiated shall have been dismissed, and as of the time of such termination the New Bankruptcy Cases have not been initiated or any New Bankruptcy Case has been dismissed, (ii) the Sellers have not filed the Sale Motion within five days of the Effective Date, (iii) the Bankruptcy Court has not entered the Bidding Procedures Order within nine days of the Effective Date, (iv) the Auction is not concluded on or before March 12, 2009, (v) the Bankruptcy Court has not entered the Sale Order by March 13, 2009, or (vi) the Closing Date has not occurred on or before June 30, 2009 (unless the failure to consummate is due to a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.Purchaser); (c) by Stockholder Purchaser or HRSI Sellers if there has been a material misrepresentation Governmental Authority issues a ruling or a breach of warranty or a breach of a covenant by Order prohibiting the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreementtransactions contemplated hereby, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder ruling or HRSI to the BuyerOrder is final and non-appealable; (d) by Buyer, HRSI Purchaser in the event of (i) Sellers failure to comply in all material respects with their respective agreements or Stockholder if covenants contained herein or in the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder Bidding Procedures Order or the Company amends Sale Order, or (ii) any breach by Sellers of any of their respective representations or warranties contained herein or in the Schedules hereto between Bidding Procedures Order or the Execution Date and the Closing and such amendment has Sale Order that does, or is would reasonably likely to be expected to, have a Material Adverse Effect on Effect, and, in either case, the transactions contemplated herebyfailure of Sellers to cure such breach within fourteen (14) days after receipt of the Purchaser Termination Notice; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and Purchaser (cx) is not itself in material breach of any of its representations, warrantieswarranties or covenants contained herein or in the Bidding Procedures Order or the Sale Order, covenants (y) notifies Sellers in writing (the “Purchaser Termination Notice”) of its intention to exercise its rights under this Agreement as a result of the breach, and (z) specifies in such Purchaser Termination Notice the representation, warranty or agreements covenant contained herein or in this Agreement. In the Bidding Procedures Order or the Sale Order of which Sellers are allegedly in breach; (e) by Sellers in the event of (i) any material breach by Purchaser of any of Purchaser’s agreements contained herein or in the termination Bidding Procedures Order or the Sale Order, or (ii) any breach by Purchaser of any of its representations or warranties contained herein or in the Bidding Procedures Order or the Sale Order that does, or would reasonably be expected to, have a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby, and, in either case, the failure of the Purchaser to cure such breach within fourteen (14) days after receipt of a Seller Termination Notice; provided, however, that the Sellers (x) are not themselves in material breach of any of their respective representations, warranties or covenants contained herein or in the Bidding Procedures Order or the Sale Order, (y) notify Purchaser in writing (the “Seller Termination Notice”) of their intention to exercise its rights under this Agreement as a result of the breach, and (z) specify in such Seller Termination Notice the representation, warranty or covenant contained herein or in the Bidding Procedures Order or the Sale Order of which Purchaser is allegedly in breach; (f) by either Party pursuant Purchaser, if the Sellers consummate another transaction or series of transactions in which (i) any capital stock or rights, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other agreements or commitments of any kind that could require the Sellers to issue or sell any shares of their capital stock (or securities convertible into or exchangeable for shares of their capital stock) is issued, sold, transferred or otherwise disposed of or otherwise transferred or (ii) a material portion of the Sellers’ assets is sold, transferred or otherwise disposed of; or (g) by Purchaser, if the Sellers withdraw or seek authority to withdraw the motion seeking approval of the transactions contemplated by this Section 8.1 written notice Agreement and the Bidding Procedures, or announce any stand alone plan of reorganization or liquidation (or supports any such termination (describing in reasonable detail plan filed by any other party that is inconsistent with the basis for such termination) shall immediately be delivered to transaction contemplated by this Agreement and the other PartyBidding Procedures).

Termination Events. This Agreement may be terminated at At any time prior to the Closing only as followsClosing, this Agreement may be terminated and the Transactions abandoned by authorized action taken by the terminating party: (a) by the mutual written consent of all by Purchaser and Seller Parties heretoand the Company; (b) by Buyer either Purchaser or Seller Parties, if there the Closing shall not have occurred on or before December 31, 2017 or such other date that Purchaser and the Company may agree upon in writing (the “Termination Date”); provided, however, that the right to terminate this Agreement under this clause (b) of Section 7.1 shall not be available to any party whose breach (or whose Affiliate’s breach) of this Agreement has resulted in the failure of the Closing to occur on or before the Termination Date; [*** ] = Certain confidential information contained in this document, marked by brackets, has been a material misrepresentation or a breach omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of warranty or a breach the Securities Exchange Act of a covenant in any case by HRSI1934, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Companyas amended. (c) by Stockholder either Purchaser or HRSI Seller Parties, if there has been a material misrepresentation any permanent injunction or a breach of warranty or a breach other order of a covenant by Governmental Body of competent authority preventing the Buyer Parties in the representations and warranties or covenants consummation of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the BuyerTransactions shall have become final and nonappealable; (d) by BuyerPurchaser, HRSI if a Seller Party shall have materially breached any representation, warranty, covenant or Stockholder agreement contained herein and such breach shall not have been cured within 30 days after receipt by Seller Parties from Purchaser of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured within the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect timeframe above and at or prior to the election by Buyer to extend Closing, such date up to breach would result in the Extended Closing Date if Buyer has made failure of any of the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof;5.1 or Section 5.2 to be satisfied; or (e) by Buyer Seller Parties, if HRSIPurchaser shall have materially breached any representation, the Stockholder warranty, covenant or agreement contained herein and such breach shall not have been cured within 30 days after receipt by Purchaser from the Company amends the Schedules hereto between the Execution Date and the Closing and of written notice of such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or breach (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant no such cure period shall be available or applicable to Sections 8.1(bany such breach which by its nature cannot be cured) and (c) is if not cured within the timeframe above and at or prior to the Closing, such breach would result in material breach the failure of any of its representations, warranties, covenants the conditions set forth in Section 5.1 or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant Section 5.3 to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partysatisfied.

Termination Events. This Agreement may shall be terminated at any time prior to the Closing only as follows, and in no other manner: (a) by the mutual written consent of all Parties heretothe Buyer, the Company and the Representatives; (b) by Buyer if there the Purchase Agreement has been a material misrepresentation or a breach of warranty or a breach of a covenant terminated in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.accordance with its provisions; (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement shall not have not occurred on or before July 31, 2003, or such later date as may have been consummated agreed upon in writing by the Closing Dateparties, PROVIDED, that any such failure to close is not due to any failure to perform, default or breach by a party hereto; (d) by the Buyer upon a Material Adverse Change except any such change or effect resulting from or arising in connection with respect to (i) this Agreement or the election transactions contemplated hereby, (ii) changes or conditions affecting the intravenous catheter industry or market for such products generally, (iii) changes in economic, regulatory or political conditions generally, (iv) fluctuations in foreign currency exchange rates, or (v) changes or effects that are the direct result of actions taken by the Buyer to extend such date up to without the Extended Closing Date if Buyer has made express authorization or consent of the Extension Payments to HRSI as set forth in Section 6.1 hereofRepresentatives; (e) by Buyer if HRSIthe Representatives, provided the Stockholder Company or the Company amends Stockholders are not in breach of any of their obligations hereunder, if the Schedules hereto between Buyer fails to perform in any material respect any of its covenant in this Agreement when performance thereof is due or the Execution Date Buyer shall have breached in any material respect any of its representations and the Closing and such amendment warranties contained in this Agreement which has or is reasonably likely to have a Material Adverse Effect on and the transactions contemplated hereby; orBuyer shall have had a reasonable opportunity to cure before Closing; (f) by the Buyer, provided the Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representationsobligations hereunder, warranties, if the Stockholders or the Company fail to perform in any material respect any of their covenants in this Agreement when performance thereof is due or agreements the Stockholders shall have breached in any material respect any of the Stockholders' representations and warranties contained in this Agreement which has a Material Adverse Effect and the Stockholders or the Company, as the case may be, shall have had a reasonable opportunity to cure before Closing; (g) by the Representatives or the Buyer, if the Schedules to this Agreement (as delivered and reviewed pursuant to the terms of this Agreement. In ) are not finalized as - 39 - contemplated by SECTION 11.1 within fourteen (14) days after the event date of this Agreement; or (h) by the termination Buyer if, at anytime during the thirty (30) days following the execution of this Agreement the due diligence investigation conducted by either Party pursuant the Buyer and its representatives of the Company and its Subsidiaries, including without limitation, the Business, and relevant financial, tax, legal, regulatory and other considerations fails to this Section 8.1 written notice have been completed in a manner reasonably satisfactory to the Buyer and its representatives by reason of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered investigation uncovering a condition or event that has not been previously disclosed to the other PartyBuyer or its representatives prior to the date of this Agreement which condition or event could reasonably be expected to have a materially adverse effect as determined by the Buyer in its reasonable discretion on the valuation of the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement.

Termination Events. This Agreement may be terminated at any time may, by written notice given to the non-terminating Party prior to the Closing only as followsClosing, be terminated: (a) by the mutual (i) Buyer, upon prior written consent of all Parties hereto; (b) by Buyer notice to Seller, if there has been a material misrepresentation breach or a breach of warranty or a breach of a covenant in any case failure to perform by HRSI, the Stockholder or the Company in the representations and warranties or covenants Seller of any of them set forth covenant, representation or warranty contained in this Agreement, Agreement which in has prevented the case satisfaction of any condition to the obligations of Buyer at the Closing and such breach of covenant or failure to perform has not been cured, if curable, waived by Buyer or cured by Seller within five (5) business thirty days after written notification of such breach by notice thereof from Buyer or (ii) Seller, upon prior written notice to HRSIBuyer, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation breach or a breach failure to perform by Buyer of any covenant, representation or warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth contained in this Agreement, Agreement which in would prevent the case satisfaction of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI condition to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and obligations of Seller at the Closing and such amendment breach or failure to perform has not been waived by Seller or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) cured by Buyer if the IPO is not successfully consummated on or before the Closing Date. within thirty days after written notice thereof from Seller; provided, however, that the right to terminate this Agreement under this Section 10.1(a) shall not be available to any Party electing termination pursuant if such Party shall have breached or failed to Sections 8.1(b) and (c) is not perform in any material breach of respect any of its respective representations, warranties, covenants or other agreements contained in this Agreement. In , and such breach or failure to perform would give rise to a failure of a condition in Article VII to the event obligations of the termination other Party at the Closing. (b) by either Buyer or Seller if the Closing shall not have occurred on or before May 15, 2014 (the “Outside Date”); provided, however, that if on the Outside Date the conditions to Closing set forth in Section 7.1(a) or Section 7.1(b) (to the extent any such injunction or Order is in respect of an antitrust Law) shall not have been fulfilled, but all other conditions to Closing set forth in Article VII shall be or shall be capable of being fulfilled, then Seller, by written notice delivered to Buyer, or Buyer, by written notice to Seller, may extend the Outside Date to no later than the close of business on August 13, 2014; provided, further, 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 material covenant or obligation under this Agreement has been the cause of, or has resulted in, the failure of the Transactions to occur on or before such date; (c) by either Buyer or Seller if an injunction or Order issued by any Governmental Body of competent authority permanently restrains or prohibits any of the Transactions and such injunction or Order becomes final and nonappealable); or (d) by mutual written consent of Buyer and Seller. The Party desiring to terminate this Agreement pursuant to any of clause (a), (b) or (c) of this Agreement by either Party pursuant to this Section 8.1 10.1 shall give written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyParty in accordance with Section 11.5 specifying the provision or provisions hereof pursuant to which such termination is effected.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretoPurchaser and Seller; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five Purchaser (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI so long as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO Purchaser is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In ) if there has been a breach of any of Seller’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the event failure of a condition set forth in Section 7.1(a) or Section 7.1(b), and which breach has not been cured or cannot be cured within 30 days after the notice of the termination breach from Purchaser; (c) by Seller (so long as Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement Agreement) if there has been a breach of any of Purchaser’s representations, warranties, covenants or agreements contained in this Agreement, which would result in the failure of a condition set forth in Section 7.2(a) or Section 7.2(b), and which breach has not been cured or cannot be cured within 30 days after the notice of breach from Seller; (d) by either Purchaser or 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 Transaction; or (e) by either Seller or Purchaser if the Closing has not occurred on or before June 30, 2020 (the “Outside Date”) (other than through the failure of the Party pursuant to this Section 8.1 written notice of seeking such termination (describing to comply fully with its obligations under this Agreement); provided that if the Closing has not occurred due to non-satisfaction of the condition set forth in reasonable detail Section 7.1(d), Section 7.1(h), Section 7.2(c) or Section 7.2(g), the basis for such termination) Outside Date shall immediately be delivered automatically extended to the other PartyDecember 31, 2020.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated at any time prior to the Closing only as follows: (a) by Parent, in the mutual event Vianeta breaches any representation, warranty or covenant contained in this Agreement, and such breach (i) individually or in combination with any other breach, would cause any condition set forth in Section 7.1 or Section 7.2 not to be satisfied, and (ii) is not cured within thirty (30) days following delivery of written consent notice of all Parties heretosuch breach from Parent to Vianeta; (b) by Buyer if there has been a material misrepresentation Vianeta, in the event Holdings, Parent or a breach of Merger Sub breaches any representation, warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth contained in this Agreement, which and such breach (i) individually or in the case combination with any other breach, would cause any condition set forth in Section 7.1 or Section 7.3 not to be satisfied, and (ii) is not cured within thirty (30) days following delivery of any breach of covenant has not been cured, if curable, within five (5) business days after written notification notice of such breach by Buyer from Vianeta to HRSI, the Stockholder or the Company.Parent; (c) by Stockholder Parent or HRSI Vianeta, if there any temporary, preliminary or permanent injunction or other Order has been a material misrepresentation or a breach issued since the date of warranty or a breach of a covenant this Agreement by any Governmental Authority that prevents the Buyer Parties in the representations and warranties or covenants consummation of the Buyer Parties set forth in transactions contemplated hereby and such Order has become final and nonappealable, or if any Legal Requirement has been enacted, promulgated or enforced since the date of this Agreement, which in Agreement by any Governmental Authority that makes the case consummation of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer;transactions contemplated hereby illegal. (d) by BuyerParent or Vianeta, HRSI or Stockholder if the satisfaction of any of the conditions to such party's obligation to close the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI hereby as set forth in Section 6.1 hereofArticle VII becomes impossible (other than through the failure of the terminating party to comply with its obligations under this Agreement) and such party has not waived such condition on or before such date; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date mutual consent of Parent and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; orVianeta; (f) by Buyer Parent or Vianeta, if the IPO is Closing has not successfully consummated occurred on or before March 31, 2006, or such later date as the Closing Date. providedparties may agree upon, however, that unless the Party electing termination pursuant to Sections 8.1(b) and (c) terminating party is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: 11.1.1 by mutual consent of the Acquiror and the Shareholders (a) acting jointly); 11.1.2 by the mutual written consent of all Parties hereto; (b) by Buyer Acquiror, if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the conditions in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement Section 9 have not been consummated by satisfied as of the Closing Date, except Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Acquiror to comply with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (eits obligations under this Agreement) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and Acquiror has not waived such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated condition on or before the Closing Date. provided; or (ii) by the Shareholders (acting jointly), however, that if any of the Party electing termination pursuant 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 Sections 8.1(bcomply with its obligations under this Agreement) and the Shareholders (cacting 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 hereby; 11.1.4 by the Acquiror, if, prior to the Closing Date, the Company or any Shareholder is not in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements agreement herein contained in this Agreement. In the event and such breach shall not be cured within 10 days of the termination date of notice of default served by the Acquiror claiming such breach; PROVIDED, HOWEVER, that the right to terminate this Agreement by either Party pursuant to this Section 8.1 written 11.1.5 shall not be available to the Acquiror if the Acquiror is in material breach of this Agreement at the time notice of such termination is delivered; 11.1.5 by the Shareholders (describing in reasonable detail the basis for such termination) shall immediately be delivered acting jointly), if, prior to the other Party.Closing Date, the Acquiror is in material breach of any representation, warranty, covenant or agreement herein contained and such breach shall not be cured within 10 days of the 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 cure such breach; PROVIDED, HOWEVER, that the right to terminate this Agreement pursuant to this Section 11.1.6 shall not be available to the Shareholders (acting jointly) if any Shareholder is in material breach of this Agreement at the time notice of termination is delivered; or

Termination Events. (A) This Agreement may be terminated at any time prior to the Closing only as followsClosing: (1) by the mutual written agreement of Buyer and Seller; (2) by Buyer or Seller: (a) on or after August 31, 2007 if the Closing shall not have occurred by the mutual close of business on such date, provided that such date may, from time to time, be extended by either party (with written consent of all Parties hereto; notice to the other party) up to and including August 31, 2007, in the event that the conditions set forth in Section 7.1(A), (bB), (C), (F), or (G) by Buyer if there has or Section 7.2(A), (B), (C), (E) or (G) have not been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSIfully satisfied (such date, as it may be extended, the Stockholder “Outside Date”); and provided further, that the terminating or the Company extending party may not be in the representations and warranties or covenants default of any of them set forth in this Agreement, which in its obligations hereunder and may not have caused the case failure of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement to have occurred on or before such date; or (b) if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is appealable (and pursue such appeal with reasonable diligence); (3) by Buyer if there is a breach of any representation or warranty set forth in Article IV or any covenant or agreement to be complied with or performed by Seller pursuant to the terms of this Agreement and which breach (individually or in the aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section 7.2 to be satisfied (and such condition is not been consummated waived in writing by Buyer) on or prior to the Closing Date, except with respect or the occurrence of any event which results or would result in the failure of a condition set forth in Section 7.2 to be satisfied on or prior to the election Closing Date, provided that Buyer may not terminate this Agreement prior to the Closing if Seller has not had an adequate opportunity to cure such failure; (4) by Seller if there is a breach of any representation or warranty set forth in Article V or of any covenant or agreement to be complied with or performed by Buyer to extend such date up pursuant to the Extended terms of this Agreement and which breach (individually or in the aggregate) could reasonably be expected to have a Condition-Related Material Adverse Effect or the failure of a condition set forth in Section 7.1 to be satisfied (and such condition is not waived in writing by Seller) on or prior to the Closing Date, or the occurrence of any event which results or would result in the failure of a condition set forth in Section 7.1 to be satisfied on or prior to the Closing Date; provided that Seller may not terminate this Agreement prior to the Closing Date if Buyer has made not had an adequate opportunity to cure such failure. (B) Upon the Extension Payments to HRSI as occurrence of any valid termination event set forth in this Section 6.1 hereof; (e) 9.3, Buyer and/or Seller, as applicable, shall deliver written notice to the non-terminating party. Upon delivery of such notice, this Agreement shall terminate and the transfer of the Purchased Assets contemplated hereby shall be deemed to have been abandoned without further action by Buyer if HRSIor Seller. Upon such termination, Buyer shall deliver or destroy all confidential information regarding Seller in accordance with the Stockholder Confidentiality Agreement, Seller shall deliver or destroy all confidential information related to Buyer to which Seller had access in connection with the Company amends the Schedules hereto between the Execution Date negotiation of this Agreement and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on consummation of the transactions contemplated hereby; or. (fC) by In the event that this Agreement is validly terminated as provided in this Section 9.3, then each of the parties shall be relieved of their respective duties and obligations arising under this Agreement after the date of such termination and such termination shall be without Liability to Buyer if the IPO is not successfully consummated on or before the Closing Date. Seller; provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not nothing in material this Section 9.3 shall relieve Buyer or Seller of any Liability for any willful breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In Agreement occurring prior to the event of the proper termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyAgreement.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretothe Sellers and the Buyer; (b) by Buyer either the Sellers or the Buyer, if there the Closing shall not have occurred on or before August 31, 2008 (provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose action or failure to act has been a material misrepresentation the cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.); (c) by Stockholder either the Sellers or HRSI the Buyer, if there has been any Governmental Body of competent jurisdiction shall have issued a material misrepresentation final, nonappealable injunction permanently enjoining or a breach otherwise prohibiting the consummation of warranty or a breach of a covenant the transactions contemplated by this Agreement; (d) by the Sellers, if the Buyer Parties in has breached any representation, warranty, covenant or agreement on the representations and warranties or covenants part of the Buyer Parties contained in this Agreement in any material respect, which breach would, individually or together with all such other then uncured breaches by the Buyer, constitute grounds for the conditions set forth in this Agreement, which in Section 8.1 or 8.2 not to be satisfied at the case of any Closing Date and such breach of covenant has is not been cured, if curable, cured within five (5) business days 15 Business Days after written notification of such breach by Stockholder or HRSI notice thereof to the Buyer; (de) by the Buyer, HRSI or Stockholder if the transactions contemplated by Sellers have breached any representation, warranty, covenant or agreement on the part of the Sellers contained in this Agreement have not been consummated in any material respect, which breach would, individually or together with all such other then uncured breaches by the Closing DateSellers, except with respect to constitute grounds for the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof; (e) by Buyer if HRSI, 7.1 or 7.2 not to be satisfied at the Stockholder or the Company amends the Schedules hereto between the Execution Closing Date and such breach is not cured within 15 Business Days after written notice thereof to the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; orSellers; (f) by Buyer the Sellers if the IPO Buyer is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of the Marketing Agreement, which material breach is not cured within 15 Business Days after written notice thereof to the Buyer; or (g) by the Buyer if any of its representations, warranties, covenants or agreements contained the Sellers are in this Agreement. In the event material breach of the termination of this Agreement by either Party pursuant to this Section 8.1 Marketing Agreement, which material breach is not cured within 15 Business Days after written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered thereof to the other PartyBuyer.

Termination Events. This Agreement may be terminated at any time may, by written notice given prior to or at the Closing only as followsClosing, be terminated: (ai) by the mutual written consent of all Parties hereto; ACGL (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO ACGL itself is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not then in material breach Breach of any of its representations, warranties, covenants or agreements obligations contained in this Agreement. In the event ), if a material Breach of any of the termination representations, warranties, covenants or obligations of any Selling Shareholder or the Company set forth in this Agreement has been committed by any Selling Shareholder or the Company, which Breach would give rise to a failure of a condition set forth in Section 9.1 or 9.2 hereof, and such Breach has not been (1) waived by ACGL, or (2) cured by the Company or such Selling Shareholder, as the case may be, within ten (10) days after receipt of written notice thereof to the Selling Shareholders from ACGL; (ii) by the Institutional Selling Shareholders (if such Institutional Selling Shareholders are not then in material Breach of any of their representations, warranties, covenants or obligations contained in this Agreement), if a material Breach of any of the representations, warranties, covenants or obligations of ACGL set forth in this Agreement has been committed by ACGL, which Breach would give rise to a failure of a condition set forth in Section 10.1 or 10.2 hereof, and such Breach has not been (1) waived by the Institutional Selling Shareholders, or (2) cured by ACGL within ten (10) days after receipt of written notice thereof from the Institutional Selling Shareholders; (iii) by mutual written consent of ACGL and the Institutional Selling Shareholders; (iv) by either Party pursuant ACGL or the Institutional Selling Shareholders 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 September 30, 2001, or such later date as the parties may mutually agree upon in writing (it being agreed that a failure of a representation or warranty contained in Section 8.1 written notice 6 hereof to be true where such failure was not caused by the Institutional Selling Shareholders shall not be deemed a failure by the Institutional Selling Shareholders to comply with their obligations hereunder for purposes of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyforegoing).

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual Company if (i) there is a Breach of any covenant or obligation of the Contributing Stockholder in this Agreement, or (ii) there is a Breach of the Contributing Stockholder’s representations and warranties in this Agreement as of the date of this Agreement or as of any subsequent date (as if made on such subsequent date); provided, however, that the Company shall not be permitted to terminate this Agreement pursuant to this Section 8.1(a) on account of any Breach which is curable by the Contributing Stockholder unless the Contributing Stockholder fails to cure such Breach within 15 calendar days after receiving written consent notice of all Parties heretosuch Breach from the Company; (b) by Buyer the Contributing Stockholder if (i) there has been is a material misrepresentation Breach of any covenant or a breach obligation of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which or (ii) there is a Breach of the Company’s representations and warranties in this Agreement as of the case date of this Agreement or as of any breach subsequent date (as if made on such subsequent date); provided, however, that the Contributing Stockholder shall not be permitted to terminate this Agreement pursuant to this Section 8.1(b) on account of covenant has not been cured, if curable, any Breach which is curable by the Company unless the Company fails to cure such Breach within five (5) business 15 calendar days after receiving written notification notice of such breach by Buyer to HRSI, Breach from the Stockholder or the Company.Contributing Stockholder; (c) by either the Company or the Contributing Stockholder if the Closing has not taken place on or HRSI before August 31, 2001 (the “Termination Date”) (other than as a result of any failure on the part of the terminating party to comply with or perform its covenants and obligations under this Agreement); provided, however, that if there has been the parties hereto file a material misrepresentation notification under the HSR Act and receive on or prior to the Termination Date a breach of warranty or a breach of a covenant second request for information from the Federal Trade Commission in connection with such filing, the Termination Date shall be automatically extended by the Buyer Parties in the representations and warranties or covenants number of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business calendar days after written notification from receipt of such breach second request for information until final action by Stockholder or HRSI to the BuyerFederal Trade Commission on the HSR Act notification; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by mutual written consent of the Closing Date, except with respect to Company and the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofContributing Stockholder; (e) by Buyer if HRSI, the Stockholder Company or the Contributing Stockholder if the Federal Trade Commission or any successor Governmental Body advises the Company amends that it will issue its Consent to the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on consummation of the transactions contemplated herebyin the Transactional Agreements if and only if any of the Company, the Contributing Stockholder, any of their respective Subsidiaries or the stockholders of the Company becomes subject to a Burdensome Condition; orand (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. providedCompany, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party5.8.

Termination Events. This Subject to the provisions of Section 11.2, this Agreement may be terminated by written notice given at any time or prior to the Closing only as followsDate in the manner hereinafter provided: (a) by either Buyer or the mutual written consent Shareholders if a material default or breach shall be made by the other party hereto with respect to the due and timely performance of all Parties heretoany of its covenants and agreements contained herein, or with respect to the due compliance with any of its representations, warranties or covenants, and, after notice of such default has been received by the defaulting party, such default cannot be cured prior to the Closing Date, or the date that is fifteen (15) days after the receipt of such notice, whichever is later, and has not been waived; (bi) by Buyer if there has been a material misrepresentation or a breach all of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them conditions set forth in this AgreementSection 8.1 shall not have been satisfied on or before the Closing Date, which in other than through failure of Buyer to fully comply with its obligations hereunder, and shall not have been waived by Buyer on or before such date; or (ii) by the case of any breach of covenant has not been curedShareholders, if curableall of the conditions set forth in Section 8.2 shall not have been satisfied on or before the Closing Date, within five (5) business days after written notification other than through failure of the Shareholders to fully comply with its obligations hereunder, and shall not have been waived by all of the Shareholders on or before such breach by Buyer to HRSI, the Stockholder or the Companydate. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach mutual consent of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants all of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer;Shareholders; or (d) by Buyer, HRSI either Buyer or Stockholder the Shareholders if the transactions contemplated by Closing shall not have occurred, other than through failure of any such party to fulfill its obligations hereunder, on or before October 15, 2005. Time shall be of the essence as to this provision only. Termination of this Agreement have not been consummated by any Shareholder shall be effective only as to the Closing Date, except obligations of such Shareholder and the Buyer with respect to the election Shares held by such Shareholder, and the Buyer and remaining Shareholders shall be free to extend such date up consummate the transactions contemplated hereby with respect to the Extended Closing Date if Shares of such other Shareholders. Likewise, Buyer has made shall have the Extension Payments right to HRSI terminate this Agreement as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely above with respect to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event each of the Shareholders on an individual basis and termination of this Agreement by either Party Buyer shall be effective only as to the obligations of the Buyer and those Shareholders designated by Buyer with respect to the Shares held by such Shareholders, and the Buyer and remaining Shareholders shall be free to consummate the transactions contemplated hereby with respect to the Shares of such other Shareholders. Notwithstanding the foregoing, if Buyer purchases the Shares of any Shareholder pursuant to this Section 8.1 written notice Agreement, it will purchase the Shares of such termination (describing in reasonable detail all Shareholders who tender their Shares including those Shareholders who have violated a representation, covenant or condition hereof other than those representations affecting the basis for such termination) shall immediately be delivered ability of any Shareholder to the other Partytransfer clear valid title to his Shares.

Termination Events. This Agreement may be terminated at any time prior to before the Closing only as follows: (ai) by the mutual written consent of all Parties hereto; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations Seller and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (dii) the Buyer may terminate this Agreement by Buyer, HRSI or Stockholder giving written notice to the Seller at any time before the Closing only: (A) if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer Seller has made the Extension Payments to HRSI as breached any material representation or warranty set forth in Section 6.1 hereof; (e) by Buyer Sections 3 or 4 or if HRSIthe Seller has breached any covenant contained in this Agreement in any material respect, the Stockholder or Buyer has notified the Company amends Seller of the Schedules hereto between the Execution Date breach, and the Closing and such amendment breach has or is reasonably likely to have continued without cure for a Material Adverse Effect on period of thirty (30) days after the transactions contemplated herebynotice of breach; or (fB) by Buyer if the IPO is Closing shall not successfully consummated have occurred on or before November 30, 1998, by reason of the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach failure of any of its representationscondition precedent under Section 10 (unless the failure results primarily from the Buyer itself breaching any representation, warranties, covenants warranty or agreements covenant contained in this Agreement. In the event ); or (C) if either of the termination of Finance Letters has been withdrawn or the Updated Finance Letter has been withdrawn; (iii) the Seller may terminate this Agreement by either Party pursuant to this Section 8.1 giving written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyBuyer at any time before the Closing only: (A) if the Buyer has breached any material representation or warranty in Section 5 or if the Buyer has breached any covenant contained in this Agreement in any material respect, the Seller has notified the Buyer of the breach, and the breach has continued without cure for a period of thirty (30) days after the notice of breach; or (B) if the Closing shall not have occurred on or before November 30, 1998, by reason of the failure of any condition precedent under Section 9 (unless the failure results primarily from the Seller itself breaching any representation, warranty or covenant contained in 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 at any time prior to and the Closing only as followsTransactions may be abandoned: (a) by the mutual written consent of all Parties heretoB▇▇▇▇ and Seller, if the board of directors (or a duly authorized committee thereof) of each Party so determines; (b) after December 15, 2022 (the “Outside Date”) by either Buyer or Seller by notice to the other Parties if the Closing shall not have been occurred on or prior to the Outside Date; provided that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any Party whose failure to perform any of its obligations under this Agreement has been the principal cause of, or resulted in, the failure of the Closing to occur on or before such date; provided, further, that no Party shall have any right to terminate this Agreement pursuant to this Section 9.1(b) during the pendency of a Proceeding by the other Party for specific performance to consummate the Transactions (including to effect the Closing in accordance with Section 3.1) pursuant to Section 10.7 hereof; (c) by either Buyer, on the one hand, or Seller and Parent, on the other hand, by notice to the other Party, if (i) a Governmental Authority of competent jurisdiction shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions to occur on the Closing Date; provided that no Party shall have the right to terminate this Agreement pursuant to this Section 9.1(c)(i) if such Party’s failure to perform its obligations under this Agreement has been the principal cause of, or resulted in, such order, decree or ruling or other action or (ii) any U.S. federal or state Law has been enacted that would make the consummation of the Transactions illegal; (d) by Seller, if there has been a material misrepresentation breach of any representation or warranty set forth in Article 5, or a breach of warranty any covenant or a breach agreement on the part of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them Buyer set forth in this Agreement, and which in breach (i) would cause the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof; 7.2(a) or Section 7.2(b) not to be satisfied and (eii) shall not have been cured within 20 Business Days (or by the Outside Date, if earlier) following receipt by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and of written notice of such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebybreach from Seller; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, provided that the Party electing termination right to terminate this Agreement pursuant to Sections 8.1(bthis Section 9.1(d) and (c) will not be available to Seller if Seller is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement such that any condition set forth in Section 7.3(a) or Section 7.3(b) is then incapable of being satisfied; or (e) by Buyer, if there has been a breach of any representation or warranty set forth in Article 4, or a breach of any covenant or agreement on the part of Seller set forth in this Agreement. In , and which breach (i) would cause the event conditions set forth in Section 7.3(a) or Section 7.3(b) not to be satisfied and (ii) shall not have been cured within 20 Business Days (or by the Outside Date, if earlier) following receipt by Seller of written notice of such breach from Buyer; provided that the termination of right to terminate this Agreement by either Party pursuant to this Section 8.1 written notice 9.1(e) will not be available to Buyer if Buyer is then in breach of any representations, warranties, covenants or agreements contained in this Agreement such termination (describing that any condition set forth in reasonable detail the basis for such terminationSection 7.2(a) shall immediately be delivered to the other Partyor Section 7.2(b) is then incapable of being satisfied.

Termination Events. This Agreement may be terminated at any time prior terminated, without liability to the Closing only as followsParty terminating: (a) by either Party upon 90 days' Notice to the mutual written consent of all other, at any time upon or after the Parties heretocease to be Affiliates; (b) by Buyer if there has been a material misrepresentation Party, immediately upon Notice to the other Party, if: (i) that other Party makes a general assignment of all or a breach substantially all of warranty its assets for the benefit of its creditors; (ii) that other Party applies for, consents to, or a breach acquiesces in the appointment of a covenant in receiver, trustee, custodian, or liquidator for its business or all or substantially all of its assets; (iii) that other Party files, or consents to or acquiesces in, a petition seeking relief or reorganization under any case by HRSI, the Stockholder bankruptcy or the Company in the representations insolvency laws; or (iv) a petition seeking relief or reorganization under any bankruptcy or insolvency laws is filed against that other Party and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has is not been cured, if curable, dismissed within five (5) business 90 days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.it was filed; (c) by Stockholder a Party, immediately upon Notice to the other Party, if that other Party's material breach of this Agreement continues uncured or HRSI if there uncorrected for 30 days after both the nature of that breach and the necessary cure or correction has been a material misrepresentation or a breach of warranty or a breach of a covenant agreed upon by the Buyer Parties in or otherwise determined by the representations Dispute Resolution Procedure; but if: (i) the Parties agree or it is determined by the Dispute Resolution Procedure that the material breach is not capable of being cured or corrected, the termination shall be effective immediately upon Notice, without any cure period; or (ii) the breaching Party (A) reasonably requires longer than 30 days to cure or correct, such as when the applicable Service Subcontract permits the Subcontractor longer than 30 days to cure or correct, and warranties or covenants (B) Notifies the non-breaching Party of the Buyer Parties set forth circumstances, then the cure period shall be extended for the reasonable time so required, so long as during that time the breaching Party diligently acts to effect that cure or correction. Unless otherwise agreed in writing by the Parties, no cure period extension shall exceed 90 days. A non-breaching Party's exercise of the remedy described in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5Section 13.1(c) business days after written notification of such breach by Stockholder or HRSI shall be conditioned upon its giving a Breach Notice to the Buyer;other Party. (d) by BuyerWWT, HRSI or Stockholder immediately upon Notice to TCB, if TCB has not paid the amount described in a Nonpayment Notice by the tenth Business Day after that Nonpayment Notice was given. A Party may not terminate this Agreement if the transactions contemplated event or circumstance described above in this Section 13.1, upon which that Party would rely in so terminating, was caused by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material Party's breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by either Sellers or Buyer: (i) after the Outside Closing Date, if the Sale has not been consummated on or before the Outside Closing Date. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 11.1(a)(i) will not be available to any Party to this Agreement whose breach of any covenant or agreement of this Agreement has been the primary cause of, or the primary factor that resulted in, the failure to consummate the Sale by the Outside Closing Date; (ii) if the Sale and this Agreement have been submitted to the shareholders of Parent for approval at a duly convened Parent Shareholders Meeting and the Parent Shareholder Approval is not obtained upon a vote taken at the Parent Shareholder Meeting; (iii) if any Governmental Authority will have enacted or issued a Final Order or Legal Requirement enjoining or otherwise prohibiting consummation of the Sale; or (iv) by mutual written consent of all Parties heretoSellers and Buyer; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSIBuyer, the Stockholder or the Company in the representations and warranties or covenants event of any material breach by any Seller of any of them such Seller’s agreements, covenants, representations or warranties contained herein (provided such breach would result in the failure of a condition set forth in this AgreementSection 9.1 or Section 9.2 to be satisfied), which in and the case failure of any such Seller to cure such breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach receipt of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyTermination Notice; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) Buyer is not in material breach of any of its representations, warranties, covenants or agreements contained herein; (c) by Sellers, in this Agreement. In the event of any material breach by Buyer of any of Buyer’s agreements, covenants, representations or warranties contained herein (provided such breach would result in the termination failure of this Agreement a condition set forth in Section 10.1 or Section 10.2 to be satisfied), and the failure of Buyer to cure such breach (other than the failure of Buyer to pay the Purchase Price) within five (5) days after receipt of a Termination Notice; provided, however, that no Seller is in material breach of any of its representations, warranties, covenants or agreements, contained herein; (d) by either Party pursuant Sellers, subject to this and in accordance with the provisions of Section 8.1 written notice 7.6(h) concurrent with the payment of such termination the break-up fee described in Section 11.2(c); or (describing e) by Buyer at any time concurrent with the payment of the break-up fee described in reasonable detail the basis for such termination) shall immediately be delivered to the other PartySection 11.2(b).

Termination Events. This Agreement may be terminated at any time prior to Any one or more of the Closing only as followsfollowing events shall constitute a Termination Event: (a) by the mutual written consent of all Parties hereto;Borrower fails to pay any principal, interest, fees or other amounts under the Loan Documents on the date when due; or (b) by Buyer if there has been a material misrepresentation the Borrower fails to comply with any covenant or a breach agreement contained in Section 6.7 (Accounts), Section 7.1 (Prohibition of warranty Fundamental Changes, etc.), Section 7.2 (Distributions, Restricted Payments), Section 7.3 (Conduct of Business), Section 7.4 (Liens), Section 7.5 (Purchase of Assets, Investments; Loans) or a breach of a covenant in any case by HRSISection 7.6 (Indebtedness, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.Guarantees); or (c) at any time, funds on deposit in any Account are used by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants on behalf of the Buyer Parties set forth Borrower other than for the purposes expressly specified in this Agreement or are withdrawn by or at the direction of the Borrower other than as expressly permitted pursuant to this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer;; or (d) by Buyer, HRSI the Borrower fails to comply with any covenant or Stockholder if the transactions contemplated by agreement under this Agreement have or under any other Loan Document (other than those specified in subsections (a), (b) or (c) above), and such failure is not been consummated by remedied within 30 days after notice thereof from the Closing Date, except with respect Lender to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof;Borrower; or (e) any representation or warranty made by Buyer if HRSIthe Borrower in any Loan Document, or in any certificate or document delivered to the Stockholder Lender by the Borrower pursuant to any Loan Document, proves to have been incorrect when made or the Company amends the Schedules hereto between the Execution Date and the Closing deemed made and such amendment has or failure is reasonably likely not remedied within 10 days after notice thereof from the Lender to have a Material Adverse Effect on the transactions contemplated herebyBorrower; or (f1) by Buyer if the IPO is not successfully consummated on Borrower or before the Closing Date. provided, however, that Collateral Manager shall commence any case or other proceeding (A) under the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach Bankruptcy Code or any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its representationsassets, warrantiesshall make a general assignment for the benefit of its creditors; or (2) there shall be commenced against the Borrower any case or other proceeding of a nature referred to in clause (1) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, covenants undischarged or agreements contained unbonded for a period of sixty (60) days; or (3) there shall be commenced against the Borrower any case or other proceeding seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in this Agreement. In the event entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (4) the Borrower shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the termination acts set forth in clause (1), (2) or (3) above; or (5) the Borrower shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (g) The Collateral Manager’s business or financial condition undergoes a Material Adverse Effect, other than as described in Section 8.1(f), or the Collateral Management Agreement shall be terminated or cease to be in full force and effect; or (h) any Loan Document to which the Borrower is a party ceases, for any reason, to be in full force and effect or any party thereto shall so assert in writing and any such event continues for ten days after the earlier of this Agreement by either Party pursuant to this Section 8.1 written the Lender giving notice and the Borrower becoming aware of such termination event; or (describing ii) any Security Document to which the Borrower is a party ceases, except in reasonable detail accordance with its terms, to be effective to grant a perfected Lien on the basis for such terminationCollateral described therein (other than on an immaterial portion thereof) shall immediately with the priority purported to be delivered to the other Partycreated thereby.

Termination Events. This Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent agreement of all Parties heretoSeller and Buyer; (b) by written notice of either Seller or Buyer to such other Party if: (i) the Closing has not occurred by the close of business on July 31, 2020 (the “Outside Date”); provided, further, that a Party may not terminate this Agreement pursuant to this Section 12.01(b)(i) if there has been a such Party is in material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth its representations, warranties, covenants or agreements contained herein;‌ (ii) there is in this Agreement, which effect a Final Order by any court of competent jurisdiction in the case United States restraining, enjoining or otherwise prohibiting the Closing; provided that a Party may not terminate this Agreement pursuant to this Section 12.01(b)(ii) if such party is in material breach of any breach of covenant has not been curedits representations, warranties, covenants or agreements contained herein; or‌ (iii) if curableeither the Bidding Procedures Order or, within five (5) business days after written notification of such breach by Buyer to HRSIits entry, the Stockholder or the Company.Sale Order ceases to be in full force and effect; (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the so long as Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained herein, by Buyer by written notice to Seller if (i) any Selling Entity breaches any representation or warranty or any covenant or agreement contained in this Agreement. In , (ii) such breach would result in a failure of a condition set forth in Article 9 or Article 10 and (iii) such breach has not been cured by the event earlier of (x) ten (10) Business Days after the giving of written notice by Buyer to Seller of such breach and (y) the Outside Date; (d) so long as no Selling Entity is in material breach of any of its representations, warranties, covenants or agreements contained herein, by Seller by written notice to Buyer if (i) Buyer breaches any representation or warranty or any covenant or agreement contained in this Agreement, (ii) such breach would result in a failure of a condition set forth in Article 9 or Article 11 and such breach has not been cured by the earlier of (x) ten (10) Business Days after the giving of written notice by the Selling Entities to Buyer of such breach and (y) the Outside Date; (e) by Seller by written notice to Buyer if Buyer fails to consummate the transactions contemplated hereby, including satisfaction of the termination of this Agreement Purchase Price, as and when required by either Party pursuant to this Section 8.1 Article 4 hereof; or (f) by Buyer by written notice to Seller if (i) the Sale Order is not entered by June 26, 2020, or (ii) within one (1) day after entry of such termination the Sale Order, all Selling Entities have not executed and delivered this Agreement; (describing in reasonable detail g) by Buyer by written notice to Seller if any creditor of a Selling Entity or its Affiliates obtains relief from the basis for such terminationstay to foreclose on, or otherwise take possession of, a material portion of the Assets; (h) shall immediately be delivered by Seller by written notice to Buyer if (i) the other Party.Bankruptcy Cases are, without Seller’s consent, converted into cases under chapter 7 of the Bankruptcy Code or dismissed, or

Termination Events. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by Purchaser if any Seller, Seller Affiliate or Principal is in material breach of any provision of this Agreement (other than a breach of Section 7.5) or any Real Estate Owner is in breach of the mutual Real Estate PSA such that, in either case, the conditions set forth in Section 10.1 are not satisfied, and such breach is either (A) not capable of being cured prior to the Closing Date Deadline or (B) if curable, has not been cured or waived within the earlier of (1) fifteen (15) days after Sellers’ receipt of written consent of all Parties heretonotice thereof from Purchaser and (2) five (5) business days prior to the Closing Date Deadline; (b) by Buyer Sellers if there has been a Purchaser is in material misrepresentation or a breach of warranty any provision of this Agreement or a breach of a covenant the Real Estate PSA such that, in any case by HRSIeither case, the Stockholder or the Company in the representations and warranties or covenants of any of them conditions set forth in this AgreementSection 10.2 are not satisfied and such breach is either (A) not capable of being cured prior to the Closing Date Deadline or (B) if curable, which in the case of any breach of covenant has not been cured, if curable, cured or waived within the earlier of (1) fifteen (15) days after Purchaser’s receipt of written notice thereof from Sellers and (2) five (5) business days after written notification of such breach by Buyer prior to HRSI, the Stockholder or the Company.Closing Date Deadline; (c) by Stockholder Purchaser or HRSI Sellers if there the Closing has not occurred on or before April 15, 2020 (“Closing Date Deadline”); provided, further, that if (i) the Marketing Period shall have begun but not been a material misrepresentation or a breach of warranty or a breach of a covenant completed by the Buyer Parties in Closing Date Deadline, then Purchaser may elect to extend the representations and warranties or covenants Closing Date Deadline to the last day of the Buyer Parties set forth Marketing Period, or (ii) if all conditions to closing have been satisfied other than the condition in this AgreementSection 10.1(b), which Purchaser may extend the Closing Date Deadline; provided, however, that in no case shall the case of any breach of covenant has not been curedClosing Date Deadline extend beyond April 30, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer2020; (d) by Buyermutual, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofwritten consent of Purchaser and Sellers; (e) by Buyer Purchaser or Sellers if HRSIthere shall be in effect a final, nonappealable order of a Governmental Authority having competent jurisdiction prohibiting the Stockholder or consummation of the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; orClosing; (f) by Buyer if Purchaser in the IPO is not successfully consummated on event of (i) a Willful Breach of Section 7.3 by the Principal or before any Seller or (ii) a failure by Sellers to consummate the transactions contemplated hereby when required to do so after the applicable conditions to the Closing Date. set forth in Article X have been satisfied or waived (except those conditions that by their nature are to be satisfied at the Closing, and which conditions would be capable of being satisfied at the time of such failure to consummate the transactions contemplated hereby); (g) by Purchaser in the event of a Willful Breach by the Principal, Seller or Seller Affiliate of any of their respective covenants or obligations set forth in this Agreement to be performed prior to Closing (other than (i) those contained in Section 7.3 and (ii) the obligation to consummate the transactions contemplated hereby when required to do so); or (h) by Purchaser, by giving notice to Sellers that it has elected (i) not to close the transactions contemplated herein, even though it is otherwise contractually committed to do so, and (ii) to provide Sellers with the E▇▇▇▇▇▇ Money under the terms and conditions set forth in Section 8.3; provided, however, that the Party electing termination no party may terminate this Agreement pursuant to Sections Section 8.1(a), 8.1(b) and (cor 8.1(c) above if, in the case of Sellers, they, Seller Affiliate or the Principal are in material breach of any of their respective covenants or Sellers’ Express Representations, or in the case of Purchaser, it is not in material breach of any of its representationscovenants, warranties, covenants representations or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partywarranties hereunder.

Termination Events. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing only as followsDate: (a) by either Sellers or Buyer: (i) if a Governmental Authority issues a final, non-appealable ruling or Order prohibiting the transactions contemplated hereby; (ii) by mutual written consent of all Parties heretoSellers and Buyer; or (iii) by either Sellers or Buyer by written notice to the other if the Closing shall not have occurred on or before April 30, 2009 through no fault of (i) Buyer, in the case of notice from Buyer, or (ii) Sellers, in the case of notice from Sellers; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company Buyer: (i) in the representations and warranties or covenants event of any breach by Sellers of any of them Sellers’ agreements, covenants, representations or warranties contained herein (provided such breach would result in the failure of a condition set forth in Section 9.1 or Section 9.2 to be satisfied) and the failure of Sellers to cure such breach within fourteen (14) days after delivery of notice from Buyer specifying particularly such breach; provided, that such breach is capable of being cured; provided further, however, that in the event that any breach shall have been cured before the termination of the fourteen (14) day cure-period, at the election of Buyer the Closing Date shall be extended by the number of days actually elapsed before the cure of such breach; or (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 transactions provided for in this Agreement, which in or a trustee is appointed for Sellers and such trustee rejects the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach transactions contemplated by Buyer to HRSI, the Stockholder or the Company.this Agreement; and (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties Sellers: (i) in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case event of any breach by Buyer of covenant has not been curedany of Buyer’s agreements, if curablecovenants, within five representations or warranties contained herein (5) business days after written notification of provided such breach by Stockholder or HRSI to would result in the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as failure of a condition set forth in Section 6.1 hereof; (e10.1 or Section 10.3 to be satisfied) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the failure of Buyer to cure such breach within fourteen (14) days after delivery of notice from Sellers specifying particularly such breach; provided, that such breach is capable of being cured; provided further, however, that in the event that any breach shall have been cured before the termination of the fourteen (14) day cure-period, at the election of Sellers the Closing and Date shall be extended by the number of days actually elapsed before the cure of such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebybreach; or (fii) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant Bankruptcy Court declines to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of approve this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyany reason.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretoParent and the Company; (b) by Buyer either Parent or the Company, if there has any Order by any Governmental Body of competent jurisdiction preventing or prohibiting consummation of the Merger shall have become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) must have used all reasonable efforts to remove any such Order; (c) by Parent if, within two business days of the date of execution of this Agreement the Required Company Stockholder Approval shall not have been obtained; (d) by Parent if any of the Company’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if made on such subsequent date) (except for any such representation or warranty that is made only as of a specific date, which representation or warranty shall have been materially inaccurate as of such specified date), or if any of the Company’s covenants contained in this Agreement shall have been breached in any material misrepresentation respect; provided, however, that Parent may not terminate this Agreement under this Section 9.1(c) on account of an inaccuracy in the Company’s representations and warranties or a breach on account of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in if such inaccuracy or breach is curable by the representations and warranties Company unless the Company fails to cure such inaccuracy or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after receiving written notification notice from Parent of its intention to terminate this Agreement as a result of such breach by Buyer to HRSI, the Stockholder inaccuracy or the Company.breach; (ce) by Stockholder the Company if any of Parent’s or HRSI Merger Sub’s representations and warranties contained in this Agreement shall have been materially inaccurate as of the date of this Agreement or shall have become materially inaccurate as of any subsequent date (as if there has made on such subsequent date) (except for any such representation or warranty that is made only as of a specific date, which representation or warranty shall have been a materially inaccurate as of such specified date), or if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material misrepresentation respect; provided, however, that the Company may not terminate this Agreement under this Section 9.1(d) on account of an inaccuracy in Parent’s or a breach Merger Sub’s representations and warranties or on account of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties Parent or covenants of the Buyer Parties set forth in this Agreement, which in the case of any Merger Sub if such inaccuracy or breach of covenant has not been cured, if curable, is curable unless Parent or Merger Sub fails to cure such inaccuracy or breach within five (5) business days after receiving written notification notice from the Company of its intention to terminate this Agreement as a result of such breach by Stockholder inaccuracy or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebybreach; or (f) by Buyer Parent or the Company if the IPO is Closing has not successfully consummated taken place on or before June 30, 2008 (the Closing “Termination Date. provided, however, that ”) (other than as a result of any failure on the Party electing termination pursuant part of the party attempting to Sections 8.1(b) and (c) is not in material breach of terminate this Agreement to comply with or perform any of its representations, warranties, covenants covenant or agreements contained obligation set forth in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party).

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser and the Sellers; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or Purchaser (so long as the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO Purchaser is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event Agreement as would cause any of the termination conditions set forth in Section 8.3(a) or Section 8.3(b) not to be satisfied) if there has been a breach of any of the representations, warranties, covenants or agreements of the Sellers or the Company contained in this Agreement which would result in the failure of a condition set forth in Section 8.2(a) or Section 8.2(b), and which breach cannot be cured by the Company or the Sellers, as applicable, by August 12, 2019 (the “Outside Date”), or, if capable of being cured, shall not have been cured within the earlier of (i) the Outside Date, or (ii) 30 days after written notice of the breach has been delivered to the Sellers by the Purchaser; (c) by the Sellers (so long as the Sellers and the Company are not then in material breach of any of their respective representations, warranties, covenants or agreements contained in this Agreement as would cause any of the conditions set forth in Section 8.1, Section 8.2(a) or Section 8.2(b) not to be satisfied) if there has been a breach of any of the representations, warranties, covenants or agreements of the Purchaser contained in this Agreement which would result in the failure of a condition set forth in Section 8.1, Section 8.3(a) or Section 8.3(b), and which breach cannot be cured by the Purchaser by the Outside Date or, if capable of being cured, shall not have been cured within the earlier of (i) the Outside Date or (ii) 30 days after written notice of the breach has been delivered to the Purchaser by the Sellers; (d) by either the Purchaser or the Sellers, 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, making illegal or otherwise prohibiting the transactions contemplated by this Agreement; provided that the right to terminate this Agreement under this Section 9.1(d) will not be available to any party whose material breach of this Agreement by either Party pursuant to has been the primary cause of or resulted in the action or event described in this Section 9.1(d) occurring; (e) by the Purchaser, if the Closing has not occurred (other than if the failure of the Purchaser to comply fully with its obligations under this Agreement is the primary cause of the failure of the Closing Date to occur on or before such date) on or before the Outside Date; or (f) by the Sellers, if the Closing has not occurred (other than if the failure of the Sellers or the Company to comply fully with their respective obligations under this Agreement is the primary cause of the failure of the Closing Date to occur on or before such date) on or before the Outside Date. Notwithstanding Section 9.1(e) or Section 9.1(f), if as of the Outside Date all of the conditions precedent to obligations of the Purchaser set forth in Section 8.1 and Section 8.2, other than the conditions set forth in Section 8.1(a) or Section 8.1(b) (to the extent related to any Competition Law) and those conditions that by their nature can only be satisfied at the Closing have been satisfied, the Purchaser and the Sellers will each have the right, exercisable by delivery of written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyparty at least five Business Days prior to the then existing Outside Date, to extend the Outside Date by 90 additional days. Following the exercise of such right by the Purchaser or Sellers, all references to the Outside Date in this Agreement will refer to such extended Outside Date, provided, however, that, absent the mutual agreement of the parties, the Outside Date may only be extended three times.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: (a) by either Buyer and Acquisition or Sellers and the mutual written consent Company if a material Breach of all Parties heretoany provision of this Agreement has been committed by the other party and such Breach has not been cured or waived within ten (10) days of the date of notification of such Breach; (bi) by Buyer and Acquisition if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the conditions in this Agreement, which in the case of any breach of covenant Section 7 has not been cured, satisfied as of the Closing Date or if curable, within five (5) business days after written notification satisfaction of such breach by a condition is or becomes impossible (other than through the failure of Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in comply with its obligations under this Agreement, which in the case of any breach of covenant ) and Buyer has not been cured, if curable, within five (5) business days after written notification of waived such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated condition on or before the Closing Date; or (ii) by Sellers and the Company, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers and the Company to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date; (c) by mutual consent of Buyer and Acquisition and Sellers and the Company; or (d) by either Buyer and Acquisition or Sellers and the Company 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 September 30, 1998, or such later date as the parties may agree upon. A party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1, all further obligations of the parties under this Agreement terminate, except the obligations in Section 11.1 and 11.3 will survive; provided, however, that if this Agreement is terminated by a party because of a breach of the Party electing termination pursuant Agreement by the other party or because one or more of the conditions to Sections 8.1(b) and (c) the terminating party's obligations is not in material breach satisfied as a result of any of the other party's failure to comply with its representations, warranties, covenants or agreements contained in obligations under this Agreement. In , the event of the termination of this Agreement by either Party pursuant terminating party's right to this Section 8.1 written notice of pursue all legal remedies will survive such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyunimpaired.

Termination Events. This Agreement may be terminated at any time prior to upon delivery of written notice of termination delivered in accordance with Section 17 hereof, in accordance with the Closing only as followsfollowing provisions: (ai) by with the mutual written consent of all Parties heretothe Requisite Holders (as defined in Section 5 hereof) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ at any time; (bii) upon the giving of written notice of termination by Buyer if there has been a the Requisite Holders to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ following any material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case ▇▇▇▇▇ Parties of any breach of covenant has not been curedtheir representations or agreements contained herein, if curable, within such breach has continued uncured for five (5) business days after written notification notice of such breach by Buyer from the Requisite Holders to HRSIKasowitz, the Stockholder or the Company.Benson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“Kasowitz”), counsel to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇; (ciii) upon the giving of written notice of termination by Stockholder or HRSI if there has been a ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ to Stroock & Stroock & ▇▇▇▇▇ LLP, counsel for the Holders (“Stroock”), following any material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants any of the Buyer Parties set forth in this Agreement, which in the case Holders of any breach of covenant has not been curedtheir representations or agreements contained herein, if curable, within such breach has continued uncured for five (5) business days after written notification notice of such breach by Stockholder or HRSI from the ▇▇▇▇▇ Parties to the BuyerStroock; (div) by Buyer▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if (x) any court of competent jurisdiction shall declare that any of the Holders have materially breached any other agreement to which it was a party by its entry into this Agreement, HRSI or Stockholder (y) any of the Holders shall admit in writing that such Holder has materially breached any other agreement to which it was a party by its entry into this Agreement; (v) by the Requisite Holders if any court of competent jurisdiction shall declare, or any of the ▇▇▇▇▇ Parties shall admit in writing, that any of the ▇▇▇▇▇ Parties have materially breached any other agreement to which it was a party by its entry into this Agreement; (vi) by either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if any court of competent jurisdiction shall declare this Agreement to be unenforceable; (vii) at any time after April 30, 2010 by either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if the transactions contemplated by this Agreement have Bankruptcy Court has not been consummated by entered the Closing Date, except Confirmation Order with respect to the election by Buyer Amended AHC Plan on or prior to extend such date up notwithstanding commercially reasonable efforts by the Holders to achieve such result; (viii) at any time after the date that is one-hundred fifty (150) calendar days after the entry of the Confirmation Order with respect to the Extended Closing Amended AHC Plan by either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if the Effective Date with respect to the Amended AHC Plan has not occurred on or prior to such date notwithstanding commercially reasonable efforts by the Holders to achieve such result; (ix) upon the dismissal of the Debtors’ Chapter 11 cases or the conversion of the Bankruptcy Case from one under Chapter 11 to one under Chapter 7 of the Bankruptcy Code, other than as contemplated pursuant to the Amended AHC Plan; (x) by either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if Buyer has made the Extension Payments Backstop Agreement is terminated in accordance with its terms due to HRSI as a failure to satisfy any of the conditions set forth in Section 6.1 hereofthe Backstop Agreement that are not within the control of the Holders; (exi) by Buyer either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if HRSI, the Stockholder or Backstop Agreement is terminated by the Company amends Holders (other than due to a failure to satisfy any of the Schedules hereto between conditions set forth in the Execution Date and Backstop Agreement that are not within the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on control of the transactions contemplated herebyHolders); or (fxii) by Buyer either the Requisite Holders or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ if the IPO Court (1) grants relief that is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of materially inconsistent with this Agreement by either Party pursuant to this Section 8.1 written notice or the Amended AHC Plan in any respect or (2) enters an order confirming any plan of such termination (describing in reasonable detail reorganization for the basis for such termination) shall immediately be delivered to Debtors other than the other PartyAmended AHC Plan.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser and the Sellers; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or Purchaser (so long as the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO Purchaser is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not then in material breach of any of its representations, warranties, warranties or covenants or agreements contained in this Agreement. In the event ) if there has been a breach of any of the termination Sellers’ representations, warranties or covenants contained in this Agreement, which would result in the failure of this Agreement by either Party pursuant to this a condition set forth in Section 8.1 6.1(a) or Section 6.1(b), and which breach has not been cured within 30 days after written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be breach has been delivered to the Sellers from the Purchaser; (c) by the Sellers (so long as the Sellers are not then in material breach of any of its representations, warranties or covenants 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 30 days after written notice of the breach has been delivered to the Purchaser from the Sellers; (d) by either the Purchaser or the Sellers if any Governmental Authority has issued a nonappealable final Judgment or taken any other Partynonappealable 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 whose failure to fulfill any covenant under this Agreement, including the obligations of the Purchaser under Section 5.3, has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; or (e) by either the Sellers or the Purchaser if the Closing has not occurred (other than through the failure of such Party to comply fully with its obligations under this Agreement) on or before August 31, 2012.

Termination Events. This By written notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated at any time prior to the Closing only as follows: (a) by the mutual written consent of all Parties heretothe Evolent Entities and Valence Parent; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSIthe Evolent Entities, the Stockholder or the Company in the representations and warranties event that (i) the Requisite Stockholder Approval has not been delivered within 48 hours of the execution of this Agreement, or covenants of (ii) any of them the other conditions to the closing obligations of the Evolent Entities set forth in Section 7.1 (other than with respect to Section 7.1(k) to which subsection (c) below applies) have not otherwise been satisfied by December 31, 2016 (the “Termination Date”) (provided that the Evolent Entities are not then in material breach of this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.); (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties Evolent Entities, in the representations and warranties or covenants event that the designated condition to the closing obligations of the Buyer Parties Evolent Entities set forth in this Agreementon Section 7.1(k) of the Disclosure Schedule shall not have been satisfied by September 1, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer2016; (d) by BuyerValence Parent, HRSI or Stockholder if in the transactions contemplated by this Agreement have not been consummated by event that any of the Closing Date, except with respect conditions to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as closing obligations of Valence Parent set forth in Section 6.1 hereof7.2 have not been satisfied by the Termination Date (provided that neither Valence Parent nor the Securityholders’ Representative is then in material breach of this Agreement); (e) by Buyer if HRSI, the Stockholder either Valence Parent or the Company amends the Schedules hereto between the Execution Date Evolent Entities, if a court or Governmental Authority shall have issued an Order or taken any other action that is final and the Closing non-appealable and such amendment has that restrains, enjoins or is reasonably likely to have a Material Adverse Effect on otherwise prohibits the transactions contemplated hereby; or; (f) by Buyer the Evolent Entities, if none of the IPO Evolent Entities is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of their obligations under this Agreement, and if there shall have been a material breach by any Valence Entity of any of its representations, warranties, covenants or agreements contained in this Agreement. In Agreement such that a condition to the event closing obligations of the termination Evolent Entities set forth in Section 7.1 would not be satisfied, which breach (if curable) has not been cured within (i) thirty (30) days after written notice thereof by Evolent to Valence Parent or (ii) any shorter period of time that remains between the date such written notice is provided and the Termination Date; or (g) by Valence Parent, if Valence Parent is not in material breach of its obligations under this Agreement, and if there shall have been a material breach by any Evolent Entity of any of its representations, warranties, covenants or agreements contained in this Agreement by either Party pursuant such that any of the conditions to this the closing obligations of Valence Parent set forth in Section 8.1 7.2 would not be satisfied, which breach (if curable) has not been cured within (i) thirty (30) days after written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered thereof by Valence Parent to the other PartyEvolent Entities or (ii) any shorter period of time that remains between the date such written notice is provided and the Termination Date.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as follows:Effective Time (whether before or after the Company Stockholder Approval or Required Parent Vote has been obtained): (a) by the mutual written consent of all Parties heretoParent and the Company; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder either Parent or the Company in if the representations Merger shall not have been consummated by December 26, 2014 or, if the date by which Parent is required under its Amended and warranties or covenants Restated Certificate of any Incorporation to consummate an initial business combination is extended by a vote of them set forth in this Agreementthe Parent Stockholders, the new date on which the Company is required to consummate an initial business combination, which shall in no event be later than February 26, 2015 (the case “Outside Date”) (unless the failure to consummate the Merger is attributable to a failure on the part of the party seeking to terminate this Agreement to perform any breach of covenant has not been cured, if curable, within five (5) business days after written notification of material obligation required to be performed by such breach by Buyer party at or prior to HRSI, the Stockholder or the Company.Effective Time); (c) by Stockholder either Parent or HRSI the Company if there has been a material misrepresentation court of competent jurisdiction or other Governmental Body shall have issued a breach final and nonappealable order, decree or ruling, or shall have taken any other action, having the effect of warranty permanently restraining, enjoining or a breach of a covenant by otherwise prohibiting the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the BuyerMerger; (d) by Buyer, HRSI or Stockholder Parent if the transactions contemplated by Parent Stockholders shall have taken a final vote on the principal terms of the Merger and the adoption of this Agreement have Agreement, and the Required Parent Vote has not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofreceived; (e) by Buyer Parent, if HRSIneither Parent nor Merger Sub is then in material breach of any term of this Agreement, the Stockholder or upon written notice to the Company amends if there occurs a breach of any representation, warranty or covenant of the Schedules hereto between Company contained in this Agreement, and which breach, in the Execution Date and absence of a cure, would cause either of the Closing and closing conditions set forth in Sections 7.1 or 7.2 to not be satisfied prior to the Outside Date, provided, however, that such amendment breach is not capable of being cured or has or is reasonably likely not been cured within thirty (30) days after the giving of notice thereof by Parent to have a Material Adverse Effect on the transactions contemplated herebyCompany; or (f) by Buyer the Company, if the IPO Company is not successfully consummated on then in material breach of any term of this Agreement, upon written notice to Parent if there occurs a breach of any representation, warranty or before covenant of Parent or Merger Sub contained in this Agreement, and which breach, in the Closing absence of a cure, would cause either of the closing conditions set forth in Sections 8.1 or 8.2 to not be satisfied prior to the Outside Date. , provided, however, that such breach is either not capable of being cured or has not been cured within thirty (30) days after the Party electing termination pursuant giving of notice thereof by the Company to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyParent.

Termination Events. This Agreement may be terminated at any time may, by written notice given to the non-terminating Parties prior to the Closing only as followsClosing, be terminated: (a) by Buyer, on the mutual one hand, or Seller, on the other hand, by written consent notice to the other, if the consummation of all Parties heretothe Transactions shall not have occurred on or before December 31, 2023 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 12.1(a) shall not be available to any Party whose action or failure to act has been the principal cause of or resulted in the failure of the Closing to occur on or before the End Date and such action or failure to act constitutes a breach of this Agreement; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case Seller by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been curedwritten notice to Buyer, if curable, within five (5) business days after written notification of such breach by Buyer shall have materially breached or failed to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of perform any of its representations, warranties, covenants or other agreements contained in this Agreement. In , and such material breach or failure to perform would give rise to or is reasonably likely to result in the event failure of the termination of a condition set forth in Section 11.3 to be satisfied but only if (i) Seller has delivered to Buyer written notice stating Seller’s intention to terminate this Agreement by either Party pursuant to this Section 8.1 12.1(b) (and describing the reasonable basis therefor), and (ii) such violation or breach has not been cured prior to the earlier of (A) the End Date or (B) the date that is ten (10) Business Days from the date that Buyer receives the notice from Seller pursuant to the preceding clause (i); provided, Seller shall not be entitled to terminate this Agreement pursuant to this Section 12.1(b) if there has been a material violation or material breach by Seller of any representation, warranty, covenant or other agreement contained in this Agreement which has prevented or would reasonably likely prevent the satisfaction of any condition to the obligations of Buyer set forth in Section 11.2; (c) by Buyer by written notice to Seller, if Seller shall have materially breached or failed to perform any of their representations, warranties, covenants or other agreements contained in this Agreement, and such termination material breach or failure to perform would give rise to or is reasonably likely to result in the failure of a condition set forth in Section 11.2 but only if (describing in reasonable detail the basis for such terminationi) shall immediately be Buyer has delivered to Seller written notice stating ▇▇▇▇▇’s intention to terminate this Agreement pursuant to this Section 12.1(c) (and describing the reasonable basis therefor), and (ii) such violation or breach has not been cured prior to the earlier of (A) the End Date or (B) the date that is ten (10) Business Days from the date that Seller receives the notice from Buyer pursuant to the preceding clause (i); provided, Buyer shall not be entitled to terminate this Agreement pursuant to this Section 12.1(c) if there has been a material violation or material breach by Buyer of any representation, warranty, covenant or other agreement contained in this Agreement which has prevented or would reasonably likely prevent the satisfaction of any condition to the obligations of Seller set forth in Section 11.3; (d) by Buyer, on the one hand, Seller, on the other Partyhand, by written notice to the other, if (i) there shall be any Law enacted, issued, entered into, enforced or promulgated by any Governmental Authority that makes consummation of the Transactions illegal or otherwise prohibits consummation of the Transactions or (ii) any Governmental Order (whether temporary, preliminary, or permanent) has been issued, enacted, promulgated, entered into or enforced by any Governmental Authority and be in effect precluding, restraining, restricting, enjoining or prohibiting the consummation of the Transactions and such Governmental Order is final and non-appealable; or (e) by mutual written consent of ▇▇▇▇▇ and Seller.

Termination Events. This Agreement may The occurrence and continuation of any one of the following events shall be terminated at any time prior to the Closing only as follows: a "Termination Event" under this Agreement: (a) the failure on the part of SPST or the Limited Guarantor to make any payments when due hereunder in accordance with Section 4.11 and Section 9.1, respectively, and the continuation of such failure for a period of five days or the failure on the part of HSB (other than those relating to withdrawals from the Cash Collateral Account and other transfers made or to be made by the mutual written consent Agent) to make any other payments when due hereunder and the continuation of all Parties hereto; such failure for a period of fifteen days; (b) by Buyer if there has been a material misrepresentation the failure on the part of HSB or a breach of warranty the Limited Guarantor to observe or a breach of a covenant perform in any case by HRSImaterial respect any other term, covenant, condition or agreement provided for herein or in the Stockholder ▇▇▇▇▇▇ Certificate and the continuation of such failure for 30 days from the date HSB or the Company in the representations and warranties or covenants of any of them set forth in this AgreementLimited Guarantor, which in as the case of any breach of covenant has not been curedmay be, if curable, within five (5) business days after written notification had knowledge or notice of such breach by Buyer to HRSI, the Stockholder or the Company. failure; (c) any representation or warranty made by Stockholder HSB or HRSI the Limited Guarantor under or in connection with this Agreement or any Determination Date Statement or other information, report or statement delivered pursuant hereto shall have been false or incorrect when made or deemed made in any material respect and, provided, that if there has been a material misrepresentation such representation or a breach of warranty or a breach of a covenant by shall be amenable to cure, HSB and/or the Buyer Parties in Limited Guarantor shall have thirty days from the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification date HSB had knowledge of such breach by Stockholder falsehood or HRSI incorrectness to effect such cure, and, provided, further, that the Buyer; preceding proviso shall only apply if cure can be effected without adverse effect upon the Company or the Agent and HSB or the Limited Guarantor shall be diligently working to effect such cure; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except occurrence of an Event of Bankruptcy with respect to HSB, the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; Limited Guarantor, SPST, SPS or any Affiliate Successor Servicer; (e) by Buyer if HRSI, the Stockholder or average of the Company amends Portfolio Yield for any three consecutive Collection Periods is less than the Schedules hereto between sum of the Execution Date average Certificateholder's Interest Rate for the Remittance Dates for such Collection Periods and the Closing and sum of the average Servicing Fee Rate for such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyCollection Periods; or (f) by Buyer if the IPO HSB, SPST, SPS or any Affiliate Successor Servicer is not successfully consummated on directly or before indirectly owned or controlled by the Closing Date. providedLimited Guarantor or, howeverif HSB, that SPST, SPS or any Affiliate Successor Servicer are so owned or controlled, the Party electing termination pursuant to Sections 8.1(b) and long-term unsecured debt of the Limited Guarantor (cor successor thereof by merger, consolidation or otherwise) is not in material breach rated at least BBB- by S&P and Baa3 by ▇▇▇▇▇'▇; it being understood that for the purposes of any this clause (f), "control" of its representationsa Person means the power, warrantiesdirectly or indirectly, covenants to direct or agreements contained in this Agreement. In cause the event direction of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice management and policies of such termination Person, whether by contract or otherwise; (describing in reasonable detail the basis for such terminationg) shall immediately be delivered to the other Party.[reserved]; (

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe parties; (b) by either Buyer or Seller at the end of the five (5) Business Day period described in paragraph (ii) below if (i) the CP Fulfillment Date shall have failed to occur by 5 September 2012 and (ii) Buyer and Seller shall have consulted with each other regarding the reasons for such failure within five (5) Business Days after 5 September 2012; provided, however, that if either Buyer or Seller refuses to consult within such five (5) Business Day period, the other party shall have the right to terminate this Agreement at the end of such period; (c) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the Seller Warranties, the Parent Warranties or any of the covenants of Seller or Parent contained in this Agreement, which in Agreement (i) immediately upon the giving of a written notice of termination by Buyer if the breach is incapable of remedy; or (ii) if the breach is capable of remedy within thirty (30) days after written notice of the breach has been delivered to Seller or Parent (as the case of any may be) from Buyer and such breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI remedied to the satisfaction of Buyer; (d) by Seller if there has been a breach of any of the Buyer Warranties or Buyer’s covenants contained in this Agreement, HRSI or Stockholder (i) immediately upon the giving of a written notice of termination by Buyer if the transactions contemplated by this Agreement have breach is incapable of remedy; or (ii) if the breach is capable of remedy within thirty (30) days after written notice of the breach has been delivered to Buyer from Seller and such breach has not been consummated by the Closing Date, except with respect remedied to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofsatisfaction of Seller; (e) by either Buyer or Seller if HRSIany Governmental Authority has issued a non-appealable final Judgment or taken any other non-appealable final action, in each case having the Stockholder effect of permanently restraining, enjoining or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on otherwise prohibiting the transactions contemplated herebyby this Agreement; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant right to Sections 8.1(bterminate this Agreement under this Section 8.1(e) shall 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 8.1(e) occurring; (f) by either Buyer or Seller if it becomes manifestly evident that any of the conditions set out in Section 6.1 and Section 6.2 has no prospect of being satisfied on or before the Outside Date, provided that the failure to satisfy such condition has not resulted from any breach by the terminating party of its obligations under Section 5.6; (cg) is by Buyer if the Closing has not occurred (other than through the failure of Buyer to comply fully with its obligations under this Agreement, including Section 2.5) on or before the Outside Date; (h) by Seller if the Closing has not occurred (other than through the failure of Seller to comply fully with its obligations under this Agreement, including Section 2.5) on or before the Outside Date; (i) by Buyer if there has occurred a Material Adverse Effect after the Execution Date; (j) by Buyer at any time prior to the receipt of the Parent Shareholder Approval, if (i) the Parent Board shall have effected a Change of Parent Board Recommendation (whether or not in material breach of compliance with Section 5.5), or (ii) Parent shall have entered into an Alternative Acquisition Agreement; (k) by Buyer if the Parent Shareholder Approval has not been obtained on or before the Shareholder Approval End Date; (l) by Seller if the Buyer Shareholder Approval has not been obtained on or before one hundred and fifty (150) days from the Execution Date; (m) by Parent, at any of its representations, warranties, covenants or agreements contained in this Agreement. In time prior to the event receipt of the termination of this Agreement by either Party pursuant Parent Shareholder Approval, if the Parent Board determines to this accept a Superior Proposal in compliance with Section 8.1 written notice of 5.5(d), but only if Parent shall prior to such termination pay the Parent Termination Fee to or for the account of Buyer, without any deduction or withholding whatsoever; or (describing n) by Buyer if the HNR Guarantee shall for any reason cease to be valid and binding or enforceable against Parent in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyaccordance with its terms.

Termination Events. This Agreement may be terminated at any time Subject to Section 10.2, the Parties, by written notice given prior to the Closing only Closing, are permitted to terminate this Agreement as follows: (a) by the mutual written consent agreement of all Parties heretoBuyer and the Sellers’ Representative; (b) by Buyer or the Sellers’ Representative if there any Governmental Authority has been a enacted, issued, promulgated, enforced or entered any Legal Requirement that is in effect (and, with respect to any Order, such Order is final and non-appealable) and has the effect of restraining or prohibiting the consummation of the Transactions, otherwise making the Transactions illegal, or causing any of the material misrepresentation or a breach Transactions to be rescinded following the Closing; (c) by Buyer if any of warranty or a breach of a covenant in any case the representations by HRSI, the Stockholder Sellers or the Company in this Agreement is inaccurate or Sellers or the representations and warranties or covenants of Company has breached any of them their respective representations, warranties, covenants, obligations or agreements set forth in this Agreement, which in each case, such that the case of any material conditions set forth in Section 8.2 could not be satisfied by the Outside Date and such inaccuracy or breach of covenant has not been cured, if curable, waived in writing by Buyer or such breach has not been cured by Sellers or the Company within five ten (510) business days after the Sellers’ Representative’s receipt of written notification of such breach by notice thereof from Buyer, except that the right to terminate this Agreement under this Section 10.1(c) is not to be available to Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a Buyer is in material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants this Agreement so as to cause any of the Buyer Parties conditions set forth in this Agreement, which in the case of any breach of covenant has Section 8.1 or Section 8.3 not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyerbe satisfied; (d) by Buyer, HRSI or Stockholder Seller if any of the transactions contemplated representations by Buyer in this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if is inaccurate or Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of breached any of its representations, warranties, covenants covenants, obligations or agreements contained set forth in this Agreement. In , in each case, such that the event material conditions set forth in Section 8.3 could not be satisfied by the Outside Date and such inaccuracy or breach has not been waived in writing by the Sellers’ Representative or such breach has not been cured by Buyer within ten (10) days after Buyer’s receipt of written notice thereof from the termination Sellers’ Representative, except that the right to terminate this Agreement under this Section 10.1(d) is not to be available to the Sellers’ Representative if any of Sellers or the Company is in material breach of this Agreement so as to cause any of the conditions set forth in Section 8.1 or Section 8.2 not to be satisfied; or (e) by either Buyer or the Sellers’ Representative if the Closing has not occurred on or before the date that is thirty (30) days following the Execution Date (the “Outside Date”) or such later date as Buyer and the Sellers’ Representative mutually agree upon in writing, unless the terminating Party pursuant is in material breach of this Agreement, except that the right to terminate this Agreement under this Section 8.1 written notice of such termination 10.1(e) is not to be available to (describing i) Buyer if Buyer has breach its obligations under this Agreement in reasonable detail the basis for such termination) shall immediately be delivered any manner that primarily contributed to the other Partyoccurrence of the event that gave rise to the termination right under this Section 10.1(e), or (ii) the Sellers’ Representative if either of Sellers or the Company has breached any of its obligations under this Agreement in any manner that primarily contributed to the occurrence of the event that gave rise to the termination right under this Section 10.1(e).

Termination Events. This Agreement may may, by written notice, be terminated at any time prior to the Closing only as follows: (a) prior to either the Initial Closing, or any Subsequent Closing (but only with respect to the subject matter of the Subsequent Closing), by the mutual written consent of all Parties heretothe Parties; (b) prior to the Initial Closing only, by Buyer if there has been a material misrepresentation Seller or a breach of warranty Purchaser, for any reason or a breach of a covenant no reason, in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.their sole discretion; (c) by Stockholder either Party prior to the Initial Closing Date or HRSI any Subsequent Closing if there 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 Contemplated Transactions that have not yet taken place; provided that the right to terminate this Agreement under this Section 7.1(c) will not be available to any Party whose failure to fulfill any material obligation under this Agreement has been a material misrepresentation the cause of or a breach of warranty or a breach of a covenant by the Buyer Parties resulted in the representations and warranties action or covenants of the Buyer Parties set forth event described in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5Section 7.1(c) business days after written notification of such breach by Stockholder or HRSI to the Buyeroccurring; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect prior to the election by Buyer to extend such date up to the Extended Initial Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; only, by Purchaser (ei) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(bSection 6.1(h) and or (cii) is not in material breach of if Seller shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements contained set forth in this Agreement. In , which breach of or failure to perform (A) would give rise to the event failure of a condition set forth in Section 6.1(a) or Section 6.1(b) and (B) is incapable of being cured on or prior to the Initial End Date or, if capable of being cured by the Initial End Date, Seller shall not have commenced good-faith efforts to cure the breach or failure to perform within 30 calendar days following (or the breach or failure to perform is not cured by the earlier of the termination Initial End Date or a further 30 calendar days following) receipt by Seller of written notice from Purchaser of the breach or failure to perform; provided that the right to terminate this Agreement by either Party pursuant to under this Section 8.1 7.1(d) will not be available if Purchaser’s failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(d) occurring; provided, further, that any termination arising under Section 6.1(h) shall be a partial termination in respect only of the Kuwait Assets or the Algeria Assets as provided for in Section 6.1(h); (e) prior to the Initial Closing Date only, by Seller if Purchaser shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach of or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) and (ii) is incapable of being cured on or prior to the Initial End Date or, if capable of being cured by the Initial End Date, Purchaser shall not have commenced good-faith efforts to cure the breach or failure to perform within 30 calendar days following (or the breach or failure to perform is not cured within 60 calendar days following) receipt by Purchaser of written notice from Seller of the breach or failure to perform; provided that the right to terminate this Agreement under this Section 7.1(e) will not be available if Seller’s failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(e) occurring; (f) prior to the Initial Closing Date only, by written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered either Party to the other Party, if the Initial Closing shall not have occurred on or before December 31, 2018 (the “Initial End Date”); provided that 428928/HOUDMS the right to terminate under this Section 7.1(f) will not be available to any Party whose material breach of this Agreement or failure to fulfill any material obligation under this Agreement has been a cause of or resulted in the failure of the Initial Closing to occur by such date; (g) following the Initial Closing Date and prior to any Subsequent Closing Date (but only with respect to the subject matter of the Subsequent Closing), by Purchaser (i) pursuant to Section 6.3(h) or (ii) if Seller shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach of or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.3(a) or Section 6.3(b) and (B) is incapable of being cured on or prior to the Subsequent End Date or, if capable of being cured by the Subsequent End Date, Seller shall not have commenced good-faith efforts to cure the breach or failure to perform within 30 calendar days following (or the breach or failure to perform is not cured by the earlier of the Subsequent End Date or a further 30 calendar days following) receipt by Seller of written notice from Purchaser of the breach or failure to perform; provided that the right to terminate this Agreement under this Section 7.1(g) will not be available if Purchaser’s failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(g) occurring; (h) following the Initial Closing Date and prior to any Subsequent Closing Date (but only with respect to the subject matter of the Subsequent Closing), by Seller if Purchaser shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach of or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.4(a) or Section 6.4(b) and (ii) is incapable of being cured on or prior to the Subsequent End Date or, if capable of being cured by the Subsequent End Date, Purchaser shall not have commenced good-faith efforts to cure the breach or failure to perform within 30 calendar days following (or the breach or failure to perform is not cured by the earlier of the Subsequent End Date or a further 60 calendar days following) receipt by Purchaser of written notice from Seller of the breach or failure to perform; provided that the right to terminate this Agreement under this Section 7.1(h) will not be available if Seller’s failure to fulfill any material obligation under this Agreement has been the cause of or resulted in the action or event described in this Section 7.1(h) occurring; (i) following the Initial Closing Date and prior to any Subsequent Closing Date (but only with respect to the subject matter of the Subsequent Closing), by written notice of either Party to the other Party, if the Subsequent Closing shall not have occurred on or before March 31, 2019 (the “Subsequent End Date”); provided that the right to terminate under this Section 7.1(i) will not be available to any Party whose material breach of this Agreement or failure to fulfill any material obligation under this Agreement has been a cause of or resulted in the failure of the Subsequent Closing to occur by such date.

Termination Events. This Agreement may be terminated at The occurrence of any time prior to one or more of the Closing only as followsfollowing events shall constitute a “Termination Event:” (a) Customer shall fail to make any payment or deposit to be made by the mutual written consent of all Parties hereto;it hereunder when due (including pursuant to Sections 2.2(h), 2.4(d) and 2.9(c) hereof) or under any Transaction Document when due; or (b) by Buyer if there (i) Customer shall waive any Servicer Default without the prior consent of Buyer, or (ii) no replacement Servicer has been a material misrepresentation appointed by Customer (with the prior consent of Buyer, which consent shall not be unreasonably withheld or a breach delayed) using good faith efforts within thirty (30) days of warranty or a breach Customer obtaining knowledge of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has Servicer Default that is not been cured, if curable, within five waived (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.with Buyer’s prior consent); or (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer;[Intentionally Omitted] (d) Any representation, warranty, certification or statement made by BuyerCustomer or any of its Subsidiaries in this Agreement or in any other Transaction Document or in statement or certificate at any time given by Customer or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect on the date as of which made provided, HRSI or Stockholder that if such default referred to in this Section 7.1(d) is susceptible of being cured, no Termination Event shall arise under this Section 7.1(d) unless such default shall remain uncured for a thirty (30) day period after such occurrence, provided, further, however, that if the transactions contemplated by this Agreement have default is susceptible of cure (and is not been consummated susceptible to cure solely by the Closing Datepayment of money) but cannot reasonably be cured with such thirty (30) day period and Customer shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, except with respect Customer shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of sixty (60) days from the election by Buyer original occurrence, whereupon a Termination Event shall arise under this Section 7.1(d); or any other document delivered pursuant hereto shall prove to extend such date up to the Extended Closing Date if Buyer has have been incorrect, when made the Extension Payments to HRSI as set forth in Section 6.1 hereof;or deemed made; or (e) (i) Customer or any of its Subsidiaries shall fail to pay when due (A) any principal of or interest on any Indebtedness (other than Indebtedness referred to in Section 7.1(a) above) or (B) any Contingent Obligation, in each case beyond the end of any grace period provided therefor; or (ii) a breach or default by Buyer Customer or any of its Subsidiaries with respect to any other material term of (a) any evidence of any Indebtedness or any Contingent Obligation, or (b) any loan agreement, mortgage, indenture or other agreement relating to such Indebtedness or Contingent Obligation(s), if HRSI, the Stockholder effect of such breach or default is to cause that Indebtedness or Contingent Obligation(s) to become or be declared due and payable prior to its stated maturity or the Company amends stated maturity of any underlying obligation, as the Schedules hereto between case may be (upon the Execution Date and the Closing and such amendment has giving or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyreceiving of notice, lapse of time, both, or otherwise); or (f) by Buyer Customer shall default in the performance of any other covenant or undertaking hereunder or under any Transaction Document, other than any such term referred to in any other paragraph of this Section 7.1; provided, that if the IPO such default referred to in this Section 7.1 (f) is not successfully consummated on or before the Closing Date. susceptible of being cured, no Termination Event shall arise under this Section 7.1(f) unless such default shall remain uncured for a thirty (30) day period after such occurrence, provided, further, however, that if the Party electing termination pursuant to Sections 8.1(b) default is susceptible of cure (and (c) is not susceptible to cure solely by the payment of money) but cannot reasonably be cured with such thirty (30) day period and Customer shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, Customer shall have such additional time as is reasonably necessary to effect such cure, but in material breach no event in excess of sixty (60) days from the original occurrence, whereupon a Termination Event shall arise under this Section 7.1(f); or (i) A court having jurisdiction shall enter a decree or order for relief in respect of Customer or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Customer or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Customer or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Customer or any of its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Customer or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty (60) days unless dismissed, bonded or discharged; or (i) Customer or any of its Subsidiaries shall have an order for relief entered with respect to it or commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Customer or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Customer or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the managers or directors or trustees of Customer or of any of its representationsSubsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to in clause (i) above or this clause (ii); or (i) Any money judgment, warrantieswrit or warrant of attachment or similar process involving (i) in any individual case an amount in excess of $250,000 or (ii) in the aggregate at any time an amount in excess of $1,000,000 (in either case not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Customer or any of its Subsidiaries or any of their respective assets and shall remain undischarged, covenants unvacated, unbonded or agreements contained unstayed for a period of sixty (60) days (or in any event later than five (5) days prior to the date of any proposed sale thereunder); or (j) Any order, judgment or decree shall be entered against Customer or any of its Subsidiaries decreeing the dissolution or split up of Customer or that Subsidiary and such order shall remain undischarged or unstayed for a period in excess of thirty (30) days; or (k) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Customer or any of its ERISA Affiliates in excess of $250,000 during the term of this Agreement; or there shall exist an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), which exceeds $1,000,000; provided, that if such default referred to in this Agreement. In Section 7.1(k) is susceptible of being cured, no Termination Event shall arise under this Section 7.1(k) unless such default shall remain uncured for a thirty (30) day period after such occurrence, provided, further, however, that if the default is susceptible of cure but cannot reasonably be cured with such thirty (30) day period and Customer shall have commenced to cure such default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, Customer shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of sixty (60) days from the original occurrence, whereupon an Termination Event shall arise under this Section 7.1(k); or (l) Customer or any Subsidiary of Customer shall be convicted of, or indicted for, any crime; or (m) any material deficiency or qualification in any audit performed in connection with the Warehouse Assets is not, in the opinion of Buyer, satisfactorily cured within thirty (30) days (which cure may be accomplished by making voluntary Partial Prepayments of Invested Principal with respect to the Warehouse Assets that are the subject of such audit);or (n) a Change of Control shall occur; or (o) this Agreement shall for any reason cease to create a valid, first priority ownership or security interest in any of the termination Receivables and other Warehouse Assets, or the validity or enforceability thereof shall be contested by Customer or any Subsidiary or Affiliate of this Agreement by either Party pursuant Customer; or (p) Customer fails to this comply with any of the Financial Condition Covenants in accordance with Section 8.1 written notice of such termination 5.1(n); or (describing in reasonable detail q) Customer shall cease at any time to qualify as a REIT under the basis for such terminationCode; or (r) Customer shall immediately cease to be delivered to a publicly traded company listed, quoted or traded on the other PartyNew York Stock Exchange, the American Stock Exchange or NASDAQ.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by Buyer if there is a Breach of any covenant or obligation of Sellers and such Breach shall not have been cured by the Closing after the delivery of notice thereof to Sellers; (b) by Buyer, in the event that either (i) Buyer's pre-acquisition due diligence investigation and review of the Assets (as described in Section 4.4 of this Agreement), or (ii) any new Disclosure Schedule or supplement or amendment to a Disclosure Schedule provided by any Seller after the execution hereof, discloses matters which would (A) cause the condition set forth in clause (a) of SECTION 5.1 not to be satisfied, or (B) after including such newly disclosed matters in a new Disclosure Schedule or amendment or supplement to an existing Disclosure Schedule, as applicable, cause the condition set forth in clause (b) of SECTION 5.1 not to be satisfied; (c) by Buyer at or prior to the Scheduled Closing Time if any condition set forth in SECTION 5 has not been satisfied by the Scheduled Closing Time; (d) by Buyer if the Closing has not taken place on or before December 10, 2002 (other than as a result of any failure on the part of Buyer to comply with or perform its covenants and obligations under this Agreement); (e) by Sellers if there is a Breach of any covenant or obligation of Buyer and such Breach shall not have been cured within ten (10) calendar days after the delivery of notice thereof to Buyer; (f) by Sellers if the Closing has not taken place on or before December 10, 2002 (other than as a result of any failure on the part of Sellers to comply with or perform any covenant or obligation set forth in this Agreement); or (g) by the mutual written consent of all Parties hereto; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the CompanySellers. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This Amended Agreement may be terminated at any time prior to the Closing only as followsInitial Closing: (ai) by the mutual written consent of all Parties heretothe parties; (bii) by Buyer the Purchaser, if any condition set forth in Article VII hereof to be performed by the Company or FOHP-NJ has not been satisfied or waived by the Purchaser on or before the Initial Closing or if there has been a material misrepresentation breach on or a breach before the Initial Closing of warranty or a breach any of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties of the Company or FOHP-NJ (as such representations and warranties may be amended by this Section 11.1(a)(ii)) or covenants contained in this Amended Agreement, except that the execution and delivery of this Amended Agreement (and the execution and delivery of all exhibits hereto) shall not be deemed to constitute a breach of any such representation, warranty or covenant; provided, however, that the Purchaser shall, during the 20-day period following receipt of them any written update furnished by the Company to the Purchaser pursuant to Section 4.6 hereof, with respect to Material Contracts similar to those described in Section 2.10 hereof and entered into in the ordinary course of business subsequent to the date hereof, and any changes in representations and warranties of the Company relating to regulatory compliance resulting from regulatory action occurring after the date hereof, consider in good faith whether it will ultimately in any case be willing to proceed with the transactions contemplated by this Amended Agreement in light of the information provided in such written update, in which case the Purchaser may inform the Company in writing that such written update is not satisfactory. In the event of written notice from the Purchaser that the written update is not satisfactory and the failure by the Company to cure such written update to the Purchaser's satisfaction within two business days after such delivery of written notice, this Amended Agreement shall terminate. The failure of the Purchaser to notify the Company within such 20-day period shall be deemed to constitute acceptance by the Purchaser of a modification to this Amended Agreement; (iii) by the Company if any condition set forth in this Agreement, which in Article VIII hereof to be performed by the case of any breach of covenant Purchaser has not been cured, if curable, within five (5) business days after written notification of such breach satisfied or waived by Buyer to HRSI, the Stockholder Company on or before the Company. (c) by Stockholder Initial Closing or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Initial Closing Date. of any of the Purchaser's representations or warranties (as such representations and warranties may have been amended in accordance with Section 11.1(a)(iii) hereof) or covenants contained in this Amended Agreement; provided, however, that the Party electing termination Company shall, during the 20-day period following receipt of any written update furnished by the Purchaser to the Company pursuant to Sections 8.1(b) and (c) Section 5.5 hereof, consider in good faith whether it will ultimately in any case be willing to proceed with the transactions contemplated by this Amended Agreement in light of the information provided in such written update, in which case the Company shall inform the Purchaser in writing that such written update is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreementsatisfactory. In the event of written notice from the termination Company that the written update is not satisfactory and the failure by the Purchaser to cure such written update to the Company's satisfaction within two business days after such delivery of written notice, this Amended Agreement shall terminate. The failure of the Company to notify the Purchaser within such 20-day period shall be deemed to constitute acceptance by the Company of a modification to this Amended Agreement; or (iv) by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail party if the basis for such termination) Initial Closing shall immediately be delivered to the other Partynot have occurred before July 31, 1997.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: (a) by Selling Parties’ Representative (on behalf of itself, the mutual Sellers and the Company) if a material Breach of any provision of this Agreement has been committed by the Buyer and such material Breach, if curable, has not been cured within ten (10) days after written consent of all Parties heretonotice from the Selling Parties’ Representative or has not been waived by the Selling Parties’ Representative but in no event later than the Termination Date; (b) subject to the limitations set forth in Section 8.6, by Buyer if there a material Breach of any provision of this Agreement has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case committed by HRSIthe Sellers, the Stockholder Company or the Company in the representations Selling Parties’ Representative and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been curedsuch material Breach, if curable, has not been cured within five ten (510) business days after written notification of such breach by notice from Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been curedwaived by Buyer but in no event later than the Termination Date; (i) by Buyer if satisfaction of any of the conditions in Article IX 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 the Termination Date; or (ii) by Selling Parties’ Representative (on behalf of itself, the Sellers and the Company), if curablesatisfaction of any of the conditions in Article X becomes impossible (other than through the failure of Sellers, within five (5the Company or the Selling Parties’ Representative to comply with its obligations under this Agreement) business days after written notification of and Selling Parties’ Representative has not waived such breach by Stockholder condition on or HRSI to before the BuyerTermination Date; (d) by Buyermutual consent of Buyer and Selling Parties’ Representative (on behalf of itself, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by Sellers and the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofCompany); (e) by either Buyer if HRSIor Selling Parties’ Representative (on behalf of itself, the Stockholder or the Company amends the Schedules hereto between the Execution Date Sellers and the Company) if the Closing and 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 the date which is six (6) months from the date of this Agreement or such amendment has or is reasonably likely to have a Material Adverse Effect on later date as the transactions contemplated hereby; orparties may mutually agree upon (the “Termination Date”); (f) by either Buyer or Selling Parties’ Representative (on behalf of itself, the Sellers and the Company) if any Governmental Body shall have issued or entered a non-appealable final Order or taken any other action having the effect of restraining, enjoining or prohibiting the Contemplated Transactions; or (g) by Buyer if any holder of Membership Interests who has not executed the IPO is signature pages hereto as a Seller does not successfully consummated on or before execute the Closing Date. provided, however, that Joinder Agreement within three (3) Business Days of the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach date of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretothe Company and the Purchasers; (b) by Buyer either the Company or the Purchasers, if there the Closing shall not have been consummated by August 30, 2006 for any reason; provided, however, that the right to terminate this Agreement under this Section 9.2(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 date and such action or failure to act constitutes a material misrepresentation breach of this Agreement. (c) by either Company or the Purchasers, if a governmental entity shall have issued an order, decree or ruling or taken any other action after the date hereof, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Closing, which order, decree, ruling or other action shall have become final and nonappealable; (d) by the Company, upon a breach of warranty any representation, warranty, covenant or a breach agreement on the part of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them Purchasers set forth in this Agreement, which or if any representation or warranty of the Purchasers shall have become untrue, in either case such that the case conditions set forth in Section 6.1 or Section 6.2 would not be satisfied as of any breach of covenant has not been cured, if curable, within five (5) business days after written notification the time of such breach by Buyer to HRSIor as of the time such representation or warranty shall have become untrue, the Stockholder or the Company. (c) by Stockholder or HRSI provided, that if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties such inaccuracy in the Purchasers' representations and warranties or covenants breach by the Purchasers is curable by the Purchasers through the exercise of its commercially reasonable efforts, then the Company may not terminate this Agreement under this Section 9.2(d) for thirty (30) days after delivery of written notice from the Company to the Purchasers of such breach, provided the Purchasers continue to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Company may not terminate this Agreement pursuant to this paragraph (d) if such breach or inaccuracy by the Purchasers is cured during such thirty (30) day period); (e) by the Purchasers upon a breach of any representation, warranty, covenant or agreement on the part of the Buyer Parties Company set forth in this Agreement, which or if any representation or warranty of the Company shall have become untrue, in either case such that the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof; 5.1 or Section 5.2 would not be satisfied as of the 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 Purchasers may not terminate this Agreement under this Section 9.2(e) for thirty (30) days after delivery of written notice from the Purchasers to the Company of such breach, provided the Company continues to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Purchasers may not terminate this Agreement pursuant to this paragraph (e) if such breach or inaccuracy by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and is cured during such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; orthirty (30)-day period); (f) by Buyer the Purchasers, if a Material Adverse Effect has occurred prior to the IPO is not successfully consummated on or before Funding Commitment Date with respect to the Closing Date. Company and its subsidiaries taken as a whole; provided, however, that if such Material Adverse Effect is curable by the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of Company or any of its representationssubsidiaries through the exercise of its commercially reasonable efforts, warranties, covenants or agreements contained in this Agreement. In then the event of the termination of Purchasers may not terminate this Agreement by either Party under this Section 9.2(f) for thirty (30) days after delivery of written notice from the Purchasers 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 Purchasers may not terminate this Agreement pursuant to this Section 8.1 written notice of paragraph (f) if such termination Material Adverse Effect is cured during such thirty (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party30)-day period).

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: (a) by the mutual written consent of all Parties heretoBuyer and the Shareholder; (b) by Buyer (if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) it is not in material breach of any of its representations, warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Section 8.1 or 8.2(a) not to be satisfied), upon written notice to the Shareholder, if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of the Shareholder contained in this Agreement. In the event , which violation, breach or inaccuracy would cause any of the termination conditions set forth in Section 7.1 or 7.2(a) not to be satisfied, and such violation, breach or inaccuracy has not been waived in writing by Buyer or cured by the Shareholder, as applicable, within 30 days after receipt by the Shareholder of written notice thereof from Buyer or is not reasonably capable of being cured prior to the Termination Date; (c) by the Shareholder (if it is not in breach of its representations, warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Section 7.1 or 7.2(a) not to be satisfied), upon written notice to Buyer, if there has been a material violation, breach or inaccuracy of any representation, warranty, agreement or covenant of Buyer contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 8.1 or 8.2(a) not to be satisfied, and such violation, breach or inaccuracy has not been waived in writing by the Shareholder or cured by Buyer within 30 days after receipt by Buyer of written notice thereof from the Shareholder or is not reasonably capable of being cured prior to the Termination Date; (d) by either Party pursuant Buyer or the Shareholder if the Closing has not occurred (other than through the failure of any party seeking to terminate this Section 8.1 written notice Agreement to comply fully with its obligations under this Agreement) on or before October 31, 2014, unless otherwise extended by the mutual agreement of such termination the parties hereto (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party“Termination Date”).

Termination Events. This Agreement may may, by written notice given before the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser and the Seller; (b) by Buyer the Purchaser if there has been a material misrepresentation or a breach of warranty or a breach any of a covenant in any case by HRSIthe Seller's representations, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth contained in this Agreement, Agreement and which in the case of any breach of covenant has not been cured, if curable, cured or cannot be cured within five (5) business 15 days after the written notification notice of such the breach by Buyer to HRSI, from the Stockholder or the Company.Purchaser; (c) by Stockholder the Purchaser if (i) for purposes of determining the Base Purchase Price pursuant to SECTION 2.1 hereof, the Policyholders' Surplus exceeds $50.0 million, or HRSI (ii) if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties Company fails to maintain its Licenses in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyergood standing; (d) by Buyerthe Seller if (i) there has been a breach of any of the Purchaser's representations, HRSI warranties or Stockholder if the transactions contemplated by covenants contained in this Agreement have Agreement, and which breach has not been consummated by cured or cannot be cured within 15 days after the Closing Datewritten notice of breach from the Sellers, except with respect (ii) the Purchaser shall have failed to deliver to Seller the election by Buyer Financing Certificate on or prior to extend such date up October 15, 2008 or (iii) if Purchaser shall have delivered the Financing Certificate on or prior to October 15, 2008 and thereafter notifies Seller (which the Extended Closing Date if Buyer has made Purchaser hereby agrees it will do as promptly as practicable) that the Extension Payments to HRSI as representations and warranties set forth in Section 6.1 hereofthe Financing Certificate shall cease to be true and correct in all material respects, in which case such failure shall constitute a breach of a representation and warranty of Purchaser for purposes of SECTION 7.1(D)(I) above and the Seller shall have the rights described in such SECTION 7.1(D)(I) and SECTION 7.2); (e) by Buyer if HRSI, either the Stockholder Purchaser or the Company amends Seller if any governmental authority of competent jurisdiction (including the Schedules hereto between Insurance Department of the Execution Date and state of New York) has issued a nonappealable final judgment or taken any other nonappealable final action, in each case having the Closing and such amendment has effect of permanently restraining, enjoining or is reasonably likely to have a Material Adverse Effect on otherwise prohibiting the transactions contemplated herebyby this Agreement; or (f) by Buyer the Seller or the Purchaser if the IPO is Closing has not successfully consummated occurred on or before December 31, 2008 (provided that the right to terminate this Agreement under this SECTION 7.1(F) shall not be available to any party if the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is has not occurred at least in material breach part because of any the failure of such party to comply fully with its representations, warranties, covenants or agreements contained in obligations under this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party).

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretothe Purchaser and the Designated Shareholder Representative; (b) by Buyer written notice from the Purchaser to the Designated Shareholder Representative, if there has been a material misrepresentation breach of any representation, warranty, covenant or agreement by the Acquired Entities or the Shareholders, or any such representation or warranty shall become untrue after the date hereof (as if made on such subsequent date), such that the conditions in Section 7.1 and Section 7.2 would not be satisfied and such breach is not curable or, if curable, is not cured within the earlier of (i) 25 days after written notice thereof is given by the Purchaser to the Designated Shareholder Representative (provided the Acquired Entities and the Shareholders are proceeding diligently to cure such breach) and (ii) the Expiration Date. Except as set forth below in this Section 10.1(b), the information disclosed in any supplement or amendment to the Company Disclosure Schedule delivered to the Purchaser pursuant to Section 6.3(c) shall not, for purposes of this Section 10.1(b), be deemed to have been included in the Company Disclosure Schedule as of the date of this Agreement or any date thereafter for purposes of determining whether there has been a breach of any representation or warranty such that the conditions in Section 7.1 and Section 7.2 would not be satisfied. The information disclosed in any supplement or amendment to the Company Disclosure Schedule delivered to the Purchaser pursuant to Section 6.3(c) shall, for purposes of this Section 10.1(b), be deemed to have been included in the Company Disclosure Schedule as of the date of this Agreement for purposes of determining whether there has been a breach of any representation or warranty such that the conditions in Section 7.1 and Section 7.2 would not be satisfied solely to the extent such information relates to (A) the uncollectability of, or legal proceedings initiated by an Acquired Entity to collect, amounts owed to the Acquired Entities, including as a covenant in result of tenant defaults under Leases, (B) claims or potential claims against any case of the Acquired Entities that are fully covered by HRSIinsurance, the Stockholder subject to any deductible or the Company retained amounts under applicable insurance policies, or (C) other matters occurring in the representations ordinary course of business of the Acquired Entities; provided that information relating to each such matter described in clauses (A), (B) and warranties or covenants of any of them set forth in this Agreement, which in (C) above (x) has occurred during the case Pre-Closing Period and (y) has not arisen out of any breach of covenant has not been cured, if curable, within five (5) business days after written notification the covenants and agreements of such breach by Buyer to HRSI, the Stockholder Shareholders or the Company.Acquired Entities under this Agreement; (c) by Stockholder or HRSI written notice from the Designated Shareholder Representative to the Purchaser, if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant agreement by the Buyer Parties Purchaser, or any such representation or warranty shall become untrue after the date hereof (as if made on such subsequent date), such that the conditions in the representations Section 8.1 and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any Section 8.2 would not be satisfied and such breach of covenant has is not been curedcurable or, if curable, is not cured within five the earlier of (5i) business 25 days after written notification of such breach notice thereof is given by Stockholder or HRSI the Designated Shareholder Representative to the BuyerPurchaser (provided the Purchaser is proceeding diligently to cure such breach) and (ii) the Expiration Date; (d) by Buyer, HRSI or Stockholder if written notice from the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect Purchaser to the election by Buyer to extend such date up to Designated Shareholder Representative under the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth circumstances described in Section 6.1 hereof6.15 (Condemnation) or Section 6.16 (Casualty); (e) by Buyer if HRSIwritten notice by the Designated Shareholder Representative to the Purchaser or by the Purchaser to the Designated Shareholder Representative, as the Stockholder or case may be, in the Company amends the Schedules hereto between the Execution Date and event the Closing and has not occurred on or prior to the Expiration Date for any reason other than delay or nonperformance of or breach by the party seeking such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebytermination; or (f) by Buyer written notice by the Designated Shareholder Representative to the Purchaser or by the Purchaser to the Designated Shareholder Representative if the IPO is not successfully consummated terminating parties are ready, willing and able to close and the other parties have failed to close the transactions contemplated hereby on the Closing Date as contemplated hereunder after all conditions to the obligations of such other parties set forth in ARTICLE VII or before ARTICLE VIII, as applicable, have been satisfied (other than such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date. provided), howeveror, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partyextent permitted by applicable Law, waived.

Termination Events. This Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated by the Agreement abandoned at any time prior to the Closing only as follows: Closing: (a) by the mutual written consent of all Parties hereto; the Parties; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date Seller if Buyer has made the Extension Payments shall have breached or failed to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of perform any of its representations, warranties, covenants or other agreements contained in this Agreement. In , which breach or failure to perform (i) would result in the event failure of a condition set forth in Section 8.1 or Section 8.3 and (ii) shall not have been cured within thirty (30) days following receipt of written notice from Seller of such breach or failure to perform; (c) by Buyer if Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in the failure of a condition set forth in Section 8.1 or Section 8.2 and (ii) shall not have been cured within thirty (30) days following receipt of written notice from Seller of such breach or failure to perform; (d) by Seller or Buyer if any of the termination conditions set forth in Section 8.1 shall have become incapable of fulfillment due to (x) the final and nonappealable entry of any Order preventing or enjoining the transactions contemplated by the Agreement or (y) the final and nonappealable entry of any Legal Restraint preventing the transactions contemplated by the Agreement; or (e) by Seller or Buyer if the transactions contemplated by the Enterprise Purchase Agreement have not been consummated by October 31, 2018; provided, however, that (A) Seller may not terminate this Agreement by either Party pursuant to this Section 8.1 written notice 9.1(e) if such failure of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered Closing to occur is due to the other Party.failure of Seller or any Affiliate of Seller to perform and comply in all material respects with the covenants and agreements to be performed or complied with by Seller or its Affiliates and (B) Buyer may not terminate this Agreement pursuant to this Section 9.1(e) if such failure of the Closing to occur is due to the failure of Buyer or any of its Affiliates to perform and comply in all material respects with the covenants and agreements to be performed or complied with by Buyer or its Affiliates. 27

Termination Events. This By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated at any time prior to the Closing only as follows: (a) by the mutual mutual, written consent Consent of all Parties hereto;Seller and Buyer; or (b) (i) by Buyer if there any of the conditions in Article 7 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 Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Article 8 have not been satisfied as of the Closing Date or if satisfaction of such a material misrepresentation condition is or a breach of warranty or a breach of a covenant in any case by HRSI, becomes impossible (other than through the Stockholder or the Company in the representations and warranties or covenants failure of any of them set forth in Seller to comply with their obligations under this Agreement, which in the case of any breach of covenant ) and Seller has not been cured, if curable, within five (5) business days after written notification of waived such breach by Buyer to HRSI, condition on or before the Stockholder or the Company.Closing Date; or (c) by Stockholder Buyer or HRSI Seller by giving written notice of termination to the other party, if there has shall have been a material misrepresentation or a breach of warranty any of the covenants or a breach agreements or any of a covenant by the Buyer Parties in the representations and or warranties or covenants of the Buyer Parties set forth in this AgreementAgreement on the part of the other party, which breach is not cured within ten (10) days following written notice given by the terminating party to the party committing such breach, or which breach by its nature cannot be cured prior to the Closing; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available if at the time the terminating party is in the case material breach of any breach of representation, warranty, covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer;other agreement contained herein; or (d) by BuyerBuyer or Seller upon written notice to the other, HRSI or Stockholder if the transactions contemplated Closing shall not have taken place on or before September 1, 2005; provided, that this date shall automatically be extended by sixty (60) days if the parties are unable to consummate the Contemplated Transactions because HSR Consent has not yet been obtained (regardless of whether all other conditions to Closing have been satisfied); provided, further, that the right to terminate this Agreement have under this Section 9.1(d) shall not be available to any party whose failure to comply with its obligations under this Agreement has been consummated by the cause of or resulted in the failure of the Closing Date, except with respect to the election by Buyer to extend occur on or before such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof;time; or (e) by Buyer if HRSIBuyer, pursuant to the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyterms of Section 5.9; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. providedBuyer, however, that the Party electing termination pursuant to Sections 8.1(bthe terms of Section 7.9(a); or (g) and (c) is not in material breach of any of its representationsby Buyer, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this the terms of Section 8.1 written notice of such termination 5.18; or (describing in reasonable detail the basis for such terminationh) shall immediately be delivered by Seller, pursuant to the other Partyterms of Section 5.18(d).

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser and the Seller; (b) by Buyer either the Purchaser or the Seller if there any Governmental Authority has issued a nonappealable final judgment or taken any other nonappealable final action, in each case having the effect of permanently estraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.1 (b) will not be available to any party whose failure to fulfill any material covenant under this Agreement has been a material misrepresentation the cause of or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company resulted in the representations and warranties action or covenants of any of them set forth event described in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five Section 7 .1 (5b) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.occurring; (c) by Stockholder the Seller or HRSI the Purchaser if there has been a material misrepresentation or a breach the -number of warranty or a breach votes in favor of a covenant this Agreement cast by the Buyer Parties in the representations and warranties or covenants shareholders of the Buyer Parties set forth in Seller required for the consummation of the transaction contemplated by this Agreement, which in Agreement shall not have been obtained at the case meeting of the shareholders of the Seller or at any breach of covenant has not been cured, if curable, within five (5) business days after written notification of adjournment thereof duly held for such breach by Stockholder or HRSI to the Buyerpurpose; (d) by Buyer, HRSI or Stockholder the Board of Directors of the Seller if all of the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof5.7 have been met; (e) by Buyer the Purchaser if HRSIthe 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 6.1(b), the Stockholder or Seller may extend the Company amends Termination Date to June 30, 2012, upon notice to the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyPurchaser; or (f) by Buyer the Seller if the IPO is Purchaser and Gene Elite have not successfully consummated on or before made the Closing Date. provided, however, that payments required in Section 6.2(c) within five (5) Business Days after GeneLink's shareholders have approved the Party electing termination transactions contemplated by this Agreement pursuant to Sections 8.1(bthe Shareholders Meeting. EXERCISABLE COMMENCING ON OCTOBER 13, 2011 AND ENDING ON THE EXPIRATION DATE By this Warrant 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") is, subject to and in accordance with the terms and conditions herein set forth, the registered holder of a warrant to purchase up to three million (c3,000,000) is not shares (as adjusted from time to time in material breach of any of its representationsaccordance with this Warrant) (the "Warrant Shares"), warranties, covenants or agreements contained in this Agreement. In the event of the termination 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 by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination"Stock Purchase Agreement") shall immediately be delivered and prior to the other PartyExpiration Date (as 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 paying in full the Exercise Price, plus transfer taxes, if any payable by Warrantholder in accordance with Section 9, in the manner set forth in Section 1.

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 at any time and the transactions contemplated hereby may be abandoned prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretothe parties; (b) by Buyer if there has Purchaser or Seller, by written notice to the other if: (i) the Closing shall not have been a material misrepresentation consummated on or a breach before June 15, 2011, unless extended by written agreement of warranty the parties; 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 a breach comply with any of a covenant in any case by HRSIits obligations under this Agreement shall have been the cause of, or shall have resulted in, the Stockholder 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 Company 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 representations and warranties or covenants of any of them set forth in this Agreementtransactions contemplated hereby, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Companyshall have become final and nonappealable. (c) by Stockholder or HRSI Purchaser: (i) if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach agreement of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth Seller contained in this Agreement, which in Agreement such that the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing 10.1 would not be satisfied and such amendment has or breach is reasonably likely to incapable of being cured or, if capable of being cured, shall not have a Material Adverse Effect on the transactions contemplated herebybeen cured within ten (10) Business Days following receipt by Seller of written notice of such breach from Purchaser; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that Purchaser shall not have the Party electing termination right to terminate this Agreement pursuant to Sections 8.1(bthis Section 11.1(c) and (c) if Purchaser is not then in material breach of any of its the representations, warranties, covenants or agreements contained herein; or (ii) if all of the conditions set forth in Article 10 shall have been 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, warranty, covenant or agreement of Purchaser contained in this Agreement. In Agreement such that the event conditions set forth in Section 10.2 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 Purchaser of written notice of such breach from Seller; provided, that Seller shall not have the termination of right to terminate this Agreement by either Party pursuant to this Section 8.1 written notice 11.1(d) if Seller is then in material breach of such termination the representations, warranties, covenants or agreements contained herein; or (describing ii) if all of the conditions set forth in reasonable detail Article 10 shall have been satisfied and Purchaser shall not have made (or been prepared to make) all of the basis deliveries required by Section 4.2(b) on or before the date designated for such termination) shall immediately be delivered Closing pursuant to the other PartySection 4.1.

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 hereby may be abandoned at any time prior to the Closing only as followsClosing: (a) by the mutual written consent of all Parties heretothe Sellers, on the one hand, and Buyer, on the other hand; (b) by Buyer if there has been a material misrepresentation Sellers or a breach of warranty Buyer, if: (i) any court or a breach of a covenant in other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any case by HRSI, the Stockholder or the Company in the representations Law (that is final and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant non-appealable and that has not been curedvacated, 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 10.1(b)(i) shall have complied with its obligations, if curableany, within five under Section 7.3; or (5ii) business days after written notification the Closing Date shall not have occurred on or prior to July 3, 2016 (the “Outside Date”); provided, that neither Party may terminate this Agreement pursuant to this Section 10.1(b)(ii) if such Party is in material breach of such breach by Buyer to HRSI, the Stockholder or the Company.this Agreement; (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach the Sellers, if: (i) any of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties of Buyer contained in Article VI shall fail to be true and correct or covenants (ii) there shall be a breach by Buyer of any covenant or agreement of Buyer in this Agreement that, in either case of the Buyer Parties preceding sub-clauses, (A) would result in the failure of a condition set forth in this Agreement, Section 8.4(c) and (B) which in the case of any breach of covenant has is not been curedcurable or, if curable, within five is not cured upon the occurrence of the earlier of (51) business days the 30th day after written notification of such breach notice thereof is given by Stockholder or HRSI the Sellers to Buyer and (2) the day that is five Business Days prior to the BuyerOutside Date; provided, that the Sellers may not terminate this Agreement pursuant to this Section 10.1(c) if the Sellers are in material breach of this Agreement; (d) by Buyer, HRSI if: (i) any of the representations and warranties of the Sellers contained in Article IV or Stockholder if Article V shall fail to be true and correct or (ii) there shall be a breach by the transactions contemplated by Sellers of any covenant or agreement of the Sellers in this Agreement have not been consummated by that, in either case of the Closing Datepreceding sub-clauses, except with respect to (A) would result in the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as failure of a condition set forth in Section 6.1 hereof;8.4(b) and (B) which is not curable or, if curable, is not cured upon the occurrence of the earlier of (1) the 30th day after written notice thereof is given by Buyer to the Sellers and (2) the day that is five Business Days prior to the Outside Date; provided, that Buyer may not terminate this Agreement pursuant to this Section 10.1(d) if Buyer is in material breach of this Agreement; or (e) by By Buyer, at any time prior to Closing, if (i) within the previous ten days Buyer if HRSIhas received one or more Schedule Supplements from the Sellers and (ii) any item on such Schedule Supplements, or all Schedule Supplements in the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment aggregate received from Sellers, has or is reasonably likely to have had a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyEffect.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser, Company and the Seller; (b) by Buyer the Purchaser (i) if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the Seller’s or Company’s covenants or obligations contained in this Agreement, which would result in the case failure of any the condition set forth in Section 6.1(a), and which breach of covenant has not been cured, if curable, cured within five thirty (530) business days after written notification the notice of such breach by Buyer from the Purchaser, or (ii) subject to HRSISection 5.4, if there has been a breach of any of the Stockholder Seller’s or Company’s representations and warranties contained in this Agreement, which would result in the Company.failure of the condition set forth in Section 6.1(b); (c) by Stockholder the Company or HRSI the Seller (i) if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants any of the Buyer Parties set forth Purchaser’s covenants or obligations contained in this Agreement, Agreement and which in the case of any breach of covenant has not been cured, if curable, cured within five (5) business 30 days after written notification the notice of such breach by Stockholder or HRSI to from any of the BuyerSeller and Company; (d) by Buyereither the Purchaser or the Seller or the Company if any Governmental Authority of competent jurisdiction has issued a non-appealable final Judgment or taken any other non-appealable final action, HRSI in each case having the effect of permanently restraining, enjoining or Stockholder if otherwise prohibiting the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofAgreement; (e) by Buyer if HRSI, either party strictly in accordance with the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; orterms of Section 5.4; (f) by Buyer either the Purchaser or the Seller or Company for any reason if the IPO Closing has not occurred by the date that is not successfully consummated on ninety (90) days following the date of this Agreement, unless otherwise mutually agreed in writing by the parties, or before such later date as the Closing Date. parties may agree in writing; provided, however, that a party cannot terminate under this provision if the Party electing termination pursuant failure of the Closing to Sections 8.1(boccur is the result of the failure on the part of such party to perform any of its obligations hereunder (except the failure on the part of such party to satisfy a closing condition over which such party has no control); provided, however, that such ninety (90)-day period will be tolled for an additional period to the extent necessary for either party, as applicable, to satisfy the conditions set forth in Section 6.1(c) or Section 6.2(c), as applicable (except as set forth in Purchaser’s and Parent’s Section 6.2(a) and (c) is not of their Disclosure Schedule and in material breach circumstances contemplated by Section 6.1(d) or 6.2(d)); or (g) by the Purchaser if the Purchaser’s and Parent’s respective Board of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of Directors fails to approve this Agreement and the transactions contemplated herein by either Party pursuant January 31, 2017 and the Purchaser’s and Parent’s respective shareholders fail to approve this Section 8.1 written notice of such termination (describing in reasonable detail Agreement and the basis for such termination) shall immediately be delivered to the other Partytransactions contemplated herein by June 30, 2017.

Termination Events. This Agreement may may, by written notice given before or at the Closing, be terminated at any time prior to the Closing only as followsterminated: (a) by the mutual written consent of all Parties heretothe Purchaser and the Company; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder Purchaser or the Company., if the Company shall not have obtained executed stockholder written consents evidencing the Company’s receipt of the Requisite Stockholder Approval within forty-eight (48) hours following the time of the full execution and delivery of the Agreement by the parties hereto; (c) by Stockholder or HRSI the Purchaser, if there has been a material misrepresentation or a breach shall have occurred any Material Adverse Effect on the Company following the execution and delivery of warranty or a breach of a covenant by this Agreement and prior to the Buyer Parties in the representations and warranties or covenants receipt of the Buyer Parties set forth written consents referenced in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5Section 7.1(b) business days after written notification of such breach by Stockholder or HRSI to the Buyerthat is continuing; (d) by Buyerthe Company, HRSI or Stockholder if there shall have occurred any Material Adverse Effect on the transactions contemplated by Purchaser following the execution and delivery of this Agreement have not been consummated by the Closing Date, except with respect and prior to the election by Buyer to extend such date up to receipt of the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth written consents referenced in Section 6.1 hereof7.1(b) that is continuing; (e) by Buyer the Purchaser, if HRSIthere has been a breach of any of the Company’s representations, warranties or covenants contained in this Agreement, which would result in the Stockholder failure of a condition set forth in Section 6.1(a) or Section 6.1(b), and which breach has not been cured or cannot be cured within 30 days after the Company amends notice of the Schedules hereto between breach from the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; orPurchaser; (f) by Buyer the Company, if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material there has been a breach of any of its the Purchaser’s or the Merger Sub’s representations, warranties, warranties or covenants or agreements contained in this Agreement. In , which would result in the event failure of a condition set forth in Section 6.2(a) or Section 6.2(b), and which breach has not been cured or cannot be cured within 30 days after the notice of breach from the Company; (g) by either the Purchaser or the Company, if any Governmental Authority of competent jurisdiction 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; (h) by the Purchaser, if the Closing has not occurred (other than through the failure of the termination Purchaser or the Merger Sub to comply fully with its obligations under this Agreement) on or before October 31, 2010; or (i) by the Company, if the Closing has not occurred (other than through the failure of the Company to comply fully with its obligations under this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such terminationAgreement) shall immediately be delivered to the other Partyon or before October 31, 2010.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by By the mutual written consent of all Parties heretoParent and the Company; (b) by Buyer By either Parent or the Company if there the Closing has not taken place on or before December 31, 2007; provided that the right to terminate this Agreement under this Section 11.01(b) shall not be available to any party whose action or failure to act has been a material misrepresentation principal 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 breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.; (c) by Stockholder By Parent if (i) any representation or HRSI warranty of the Company or the Escrow Participants’ Representative contained in this Agreement shall be inaccurate or shall have been breached as of the date of this Agreement, or shall have become inaccurate or shall be breached as of a date subsequent to the date of this Agreement (as if there has made on such subsequent date), such that the condition set forth in Section 8.02(a) would not be satisfied; or (ii) any of the covenants or obligations of the Acquired Companies or the Company Securityholders contained in this Agreement shall have been a breached in any material misrepresentation respect; provided, however, that if an inaccuracy in or a breach of any representation or warranty of the Company or the Escrow Participants’ Representative as of a date subsequent to the date of this Agreement or a breach of a covenant by an Acquired Company or the Buyer Parties Escrow Participants’ Representative is curable by the same through the use of commercially reasonable efforts during the 30-day period after Parent notifies the Company in the representations and warranties or covenants writing of the Buyer Parties set forth existence of such inaccuracy or breach (the “Company Cure Period”), then Parent may not terminate this Agreement under this Section 11.01(c) as a result of such inaccuracy or breach prior to the expiration of the Company Cure Period, provided the Company, during the Company Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that Parent may not terminate this Agreement pursuant to this Section 11.01(c) if Parent is in this Agreement, which in the case of any material breach of covenant has not been cured, this Agreement or if curable, within five (5) business days after written notification of such breach by Stockholder an Acquired Company or HRSI to the BuyerEscrow Participants’ Representative is cured such that such conditions would then be satisfied); (d) by Buyer, HRSI the Company if: (i) any representation or Stockholder if the transactions contemplated by warranty of either Parent or Merger Sub contained in this Agreement shall be inaccurate or shall have not been consummated by breached as of the Closing Datedate of this Agreement, except with respect or shall have become inaccurate or shall be breached as of a date subsequent to the election by Buyer to extend date of this Agreement (as if made on such date up to subsequent date), such that the Extended Closing Date if Buyer has made the Extension Payments to HRSI as condition set forth in Section 6.1 hereof8.01(a) would not be satisfied; or (ii) if any of Parent’s or Merger Sub’s covenants contained in this Agreement shall have been breached in any material respect; provided, however, that if an inaccuracy in or breach of any representation or warranty of Parent or Merger Sub as of a date subsequent to the date of this Agreement or a breach of a covenant by Parent or Merger Sub is curable by the same through the use of commercially reasonable efforts during the 30-day period 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 11.01(d) as a result of such inaccuracy or breach prior to the expiration of the Parent Cure Period, provided Parent or Merger Sub, during the Parent Cure Period, continues to exercise commercially reasonable efforts to cure such inaccuracy or breach (it being understood that the Company may not terminate this Agreement pursuant to this Section 11.01(d) if the Company is in material breach of this Agreement or if such breach by the Parent or Merger Sub is cured such that such conditions would then be satisfied); (e) by Buyer if HRSIParent if: (i) there shall have occurred any Material Adverse Effect; or (ii) any event shall have occurred or circumstance shall exist that, the Stockholder in combination with any other events or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is circumstances, could reasonably likely be expected to have or result in a Material Adverse Effect on the transactions contemplated hereby; orEffect; (f) by Buyer Parent, if any condition contained in Section 8.02 shall become incapable of fulfillment by the Outside Date; (g) by the Company, if any condition contained in Section 8.01 shall become incapable of fulfillment by the Outside Date; or (h) by Parent if the IPO Requisite Stockholder Approval is not successfully consummated on or before obtained within one Business Day after the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach date of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (ai) By the Buyer if (i) there is a material breach of any covenant or obligation of the Company or any of the Shareholders, or (ii) the Buyer reasonably determines that the timely satisfaction of any condition set forth in this Agreement has become impossible or impractical (other than as a result of any failure on the part of Buyer to comply with or perform its covenants and obligations under this Agreement); (ii) by the mutual written consent of all Parties hereto; Company if (bi) by Buyer if there has been is a material misrepresentation or a breach of warranty any covenant or a breach obligation of a covenant in any case by HRSI, the Stockholder Buyer or (ii) the Company in reasonably determines that the representations and warranties or covenants timely satisfaction of any condition set forth in this Agreement has become impossible or impractical (other than as a result of them any failure on the part of the Company or any of the Shareholders to comply with or perform any covenant or obligation set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.); (ciii) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in if the representations Closing has not taken place on or before May31, 2000 (other than as a result of any failure on the part of Buyer to comply with or perform its covenants and warranties obligations under this Agreement); (iv) by the Company if the Closing has not taken place on or covenants May 31, 2000 (other than as a result of the Buyer Parties failure on the part of the Company or any of the Shareholders to comply with or perform any covenant or obligation set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer); (dv) by Buyer, HRSI or Stockholder the Buyer if the transactions contemplated by this Agreement have Company, Shareholders or any of its representatives has given Buyer materially false or misleading information or representations in writing or failed to disclose in writing material information regarding Company; (vi) The Company files a bankruptcy petition or a bankruptcy petition is filed against the Company or the Company makes a general assignment for the benefit of creditors, and such petition or assignment is not been consummated by removed or terminated within a period of 45 days after such filing or assignment; (vii) A receiver or similar official is appointed for the Closing DateCompany's business and such appointment is not terminated within a period of 45 days after such appointment, except or the business is terminated; and (viii) Any judgments or arbitration awards are entered against Seller, or Seller enters into any settlement agreements with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth any litigation or arbitration, in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder an aggregate amount of $50,000 or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebymore in excess of any insurance coverage therefor; or (fix) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event mutual consent of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail Company, Shareholders and the basis for such termination) shall immediately be delivered to the other PartyBuyer.

Termination Events. (a) This Agreement may be terminated at any time prior to the Closing only as followsClosing: (ai) by the mutual written consent of all Parties heretothe Purchaser and the Stockholders’ Representative; (bii) by Buyer written notice from the Purchaser to the Stockholders’ Representative, if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant in any case agreement by HRSI, the Stockholder Company or the Company in Stockholders, or any such representation or warranty shall become untrue after the representations and warranties or covenants date of any of them set forth in this Agreement, which such that the conditions in the case of any Section 6.1 or Section 6.2 would not be satisfied and such breach of covenant has is not been curedcurable or, if curable, is not cured within five the earlier of (5A) business ten (10) days after written notification of such breach notice thereof is given by Buyer the Purchaser to HRSIthe Stockholders’ Representative, and (B) the Stockholder or the Company.Expiration Date; (ciii) by Stockholder or HRSI written notice from the Stockholders’ Representative to the Purchaser, if there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant agreement by the Buyer Parties in Purchaser, or any such representation or warranty shall become untrue after the representations and warranties or covenants date of the Buyer Parties set forth in this Agreement, which such that the conditions in the case of any Section 7.1 or Section 7.2 would not be satisfied and such breach of covenant has is not been curedcurable or, if curable, is not cured within the earlier of (A) ten (10) days after written notice thereof is given by the Stockholders’ Representative to the Purchaser; and (B) the Expiration Date; or (iv) by five (5) business days after days’ prior written notification notice by the Stockholders’ Representative to the Purchaser or the Purchaser to the Stockholders’ Representative, as the case may be, in the event the Closing has not occurred on or prior to April 30, 2017 (the “Expiration Date”) for any reason other than delay or nonperformance of such or breach by Stockholder or HRSI the party seeking such termination; provided that the parties may mutually agree, in writing, to extend the Buyer;Expiration Date. (db) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this ARTICLE IX, 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 8.1 written notice 5.6 (Public Announcements), Section 12.2 (Fees and Expenses), Section 12.3 (Waiver; Amendment), Section 12.4 (Entire Agreement), Section 12.5 (Execution of Agreement; Counterparts; Electronic Signatures), Section 12.6 (Governing Law; Exclusive Jurisdiction), Section 12.7 (WAIVER OF JURY TRIAL), Section 12.8 (Assignment and Successors), Section 12.10 (Notices), Section 12.11 (Construction; Usage), Section 12.12 (Enforcement of Agreement), Section 12.13 (Severability), Section 12.16 (Schedules and Exhibits) and this Section 9.1, and the definitions used in each of the foregoing sections, including those set forth in EXHIBIT A hereto, all of which shall survive such termination (describing and the Termination Date. Notwithstanding the foregoing, nothing contained in reasonable detail the basis this Agreement shall relieve any party from liability for such termination) shall immediately be delivered to the other Partyany breach of this Agreement.

Termination Events. This By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated at any time prior to the Closing only as follows: (a) by the mutual written consent of all Parties heretoBuyer and Sellers; (b) by Buyer if there has been is a material misrepresentation or a breach of any representation or warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in ARTICLE 3 hereof or any covenant or agreement to be complied with or performed by Sellers pursuant to the terms of this Agreement, which in the case of any and Sellers shall fail to cure such breach of covenant has not been cured, if curable, within five thirty (530) business days after written notification receipt of notice from Buyer requesting such breach by Buyer to HRSI, the Stockholder or the Company.be cured; (c) by Stockholder or HRSI any Seller if there has been is a material misrepresentation or a breach of any representation or warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in ARTICLE 4 hereof or any covenant or agreement to be complied with or performed by Buyer pursuant to the terms of this Agreement, which in the case of any and Buyer shall fail to cure such breach of covenant has not been cured, if curable, within five thirty (530) business days after written notification receipt of notice from Sellers requesting such breach by Stockholder or HRSI to the Buyerbe cured; (d) by Buyer, HRSI or Stockholder Buyer if the transactions contemplated by this Agreement have not been consummated satisfaction of any condition in ARTICLE 7 by the Closing Date, except with respect to End date is or becomes impossible (other than through the election by failure of Buyer to extend such date up to the Extended Closing Date if comply with its obligations under this Agreement), and Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereofnot waived such condition; (e) by Buyer any Seller if HRSIsatisfaction of any condition in ARTICLE 8 by the End Date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and Sellers have not waived such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebycondition; or (f) by Buyer or Sellers if the IPO is Closing shall not successfully consummated have occurred by the End Date, provided, that the right to terminate this Agreement under this clause (f) shall not be available to any party 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 the Closing End Date. provided. (g) by Sellers, however, that if prior to the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event earlier of the termination effective date of this Agreement by either Party the Shareholder Consent, Sellers receive a Superior Proposal, resolve to accept such Superior Proposal and shall have given Buyer five (5) days prior written notice of the intention to terminate pursuant to this Section 8.1 written notice of such termination provision (describing provided that during the five days, if Buyer decides to increase its offer in reasonable detail order to meet the basis for such termination) Superior Proposal, Sellers shall immediately be delivered to the other Partyengage in good faith negotiations with Buyer).

Termination Events. This Agreement may be terminated at any time prior to the Closing only as follows: (a) by the mutual written consent of all Parties heretoSeller and ▇▇▇▇▇▇▇▇▇; (b) by Buyer either Purchaser or Seller if a (i) final, nonappealable Order permanently enjoining, restraining or otherwise prohibiting the Contemplated Transactions has been issued by a Governmental Authority of competent jurisdiction (it being agreed that, subject to Section 6.2, the Parties shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable best efforts)), or (ii) any Law makes consummation of the Contemplated Transactions illegal or otherwise prohibited; provided, that the right to terminate this Agreement pursuant to subclause (i) of this Section 10.1(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement shall have been a material cause of, or resulted in, the occurrence of such Order; (c) by Purchaser, if there has been a material misrepresentation breach or a breach of warranty or a breach of a covenant in any case failure to perform by HRSI, the Stockholder Seller or the Company of any covenant, agreement, representation or warranty contained in this Agreement, or any representation or warranty of Seller or the Company shall have become inaccurate after the date hereof, which breach, inaccuracy or failure to perform would result in the representations failure to satisfy one or more of the conditions set forth in Section 7.1 or Section 7.2, and warranties (i) such breach has not been waived by Purchaser in writing, (ii) Purchaser has provided written notice to Seller of such breach, and (iii) such breach has not been cured within the earlier of (A) fifteen (15) calendar days after Seller’s receipt of such written notice from Purchaser, and (B) the Outside Date; provided, that Purchaser shall not have the right to terminate this Agreement pursuant to this Section 10.1(c) if Purchaser is then in violation or covenants breach of any of them its covenants, obligations, representations or warranties set forth in this Agreement, which Agreement in the case a manner that would give rise to a failure of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties condition set forth in this AgreementSection 7.1 or Section 7.3, which in the case of any breach of covenant has not been curedas applicable, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyerbe satisfied; (d) by BuyerSeller, HRSI if there has been a breach or Stockholder if failure to perform by Purchaser of any covenant, agreement, representation or warranty contained in this Agreement, or any representation or warranty of Purchaser shall have become inaccurate after the transactions contemplated by this Agreement have not been consummated by date hereof, which breach, inaccuracy or failure to perform would result in the Closing Date, except with respect failure to satisfy one or more of the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof;7.1 or Section 7.3, and (i) such breach has not been waived by Seller in writing, (ii) Seller has provided written notice to Purchaser of such breach, and (iii) such breach has not been cured within the earlier of (A) fifteen (15) calendar days after Purchaser’s receipt of such written notice from Seller, and (B) the Outside Date; provided, that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.1(d) if Seller is then in violation or breach of any of its covenants, obligations, representations or warranties set forth in this Agreement in a manner that would give rise to a failure of any condition set forth in Section 7.1 or Section 7.2, as applicable, to be satisfied; or (e) by Buyer either Seller or Purchaser upon written notice to the other Party if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect not been consummated by 5:00 p.m. (Eastern Time) on the transactions contemplated herebydate that is one hundred twenty (120) days after the date of this Agreement (the “Outside Date”); or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination neither Seller nor Purchaser shall be entitled to terminate this Agreement pursuant to Sections 8.1(bthis Section 10.1(e) and (c) if such Party is not in material breach of any of its representations, warranties, obligations or covenants or agreements contained under this Agreement and such breach has resulted in this Agreement. In the event failure of the termination of this Agreement Closing to occur prior to the Outside Date; provided, further, that if the conditions set forth in Section 7.1(c) have not been satisfied or waived (if permitted under applicable Law) on or prior to such date, but all other conditions set forth in Article VII have been satisfied or waived (except for those conditions that by either Party pursuant their nature are to this Section 8.1 be satisfied at the Closing), then the Outside Date may be extended by written notice of such termination from the Party desiring to extend to all other Parties hereto to a date not to be beyond sixty (describing in reasonable detail 60) days after the basis for such termination) shall immediately be delivered to the other PartyOutside Date.

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: (a) by the mutual Buyer if (i) the Buyer is not in material breach of its obligations under this Agreement, (ii) there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Seller, and (iii) such breach has not been cured within thirty (30) Business Days after written consent of all Parties heretonotice thereof to the Seller; (b) by Buyer the Seller if (i) the Seller is not in material breach of its obligations under this Agreement, (ii) there has been a material misrepresentation or a breach of warranty any representation, warranty, covenant or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth agreement contained in this AgreementAgreement on the part of the Buyer, which in the case of any and (iii) such breach of covenant has not been cured, if curable, cured within five thirty (530) business days Business Days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI notice thereof to the Buyer; (dc) by Buyer, HRSI or Stockholder if mutual written consent of the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyParties; or (fd) by Buyer any Party if the IPO is Closing has not successfully consummated occurred (other than through the breach of material terms or agreements by the Party seeking to terminate this Agreement) on or before (i) the date thirty (30) days following the date of this Agreement (the "Final Closing Date"), (ii) such later date as the Parties may agree upon in writing or (iii) such earlier date as the parties providing the Refinancing may agree that the Refinancing cannot close, or on which the failure to have secured sufficient firm bids would preclude the Refinancing from closing, by the Final Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event The inability of the Buyer to satisfy the condition precedent to Closing described in Section 8.07 shall be deemed to constitute a basis for termination of this Agreement by either Party the Buyer pursuant to this Section 8.1 written notice clause (d), shall not constitute a breach of such termination (describing in reasonable detail or a failure to comply with the basis for such termination) Buyer's obligations under this Agreement, and shall immediately be delivered not give rise to the other Partyexercise of any legal remedy or to any claim for Damages against the Buyer.

Termination Events. This 6.1 The Implementation Agreement may be terminated at any time prior to will terminate with immediate effect and all rights and obligations of Liberty and SBG under the Closing Implementation Agreement shall cease only as followsin the following circumstances: 6.1.1 on written notice of termination by SBG to Liberty if: 6.1.1.1 the Independent Board: (ai) by the mutual written consent of all Parties hereto; (b) by Buyer if there has been a material misrepresentation withdraws, modifies or a breach of warranty or a breach of a covenant qualifies its recommendation to vote in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties in the representations and warranties or covenants favour of the Buyer Parties set forth in this Agreement, which in Ordinary Scheme Resolution; and/or (ii) does not express and maintain a majority view that the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI Ordinary Scheme Consideration is fair and reasonable to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated herebyOrdinary Shareholders; or 6.1.1.2 the Independent Board: (fi) by Buyer if withdraws, modifies or qualifies its recommendation to vote in favour of the IPO is Preference Scheme Resolution and the Preference Share Delisting Resolution; and/or (ii) does not successfully consummated on or before the Closing Date. provided, however, express and maintain a majority view that the Party electing termination pursuant Preference Share Consideration and the Standby Offer Consideration is fair and reasonable to Sections 8.1(b) and (c) is not in Preference Shareholders; or 6.1.1.3 Liberty commits a material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event provisions of the termination Implementation Agreement and, if such breach is capable of this remedy, Liberty fails to remedy such breach within the remedy period provided in the Implementation Agreement by either Party pursuant (or if no such remedy period is provided, then within 10 (ten) Business Days of a written notice from SBG to this Section 8.1 Liberty requiring the same); or 6.1.1.4 an insolvency event has occurred in respect of Liberty or any material member of the Liberty group; 6.1.2 on written notice of termination by Liberty to SBG if: 6.1.2.1 SBG commits a material breach of the provisions of the Implementation Agreement and, if such breach is capable of remedy, SBG fails to remedy such breach within the remedy period provided in the Implementation Agreement (or if no such remedy period is provided, then within 10 (ten) Business Days of a written notice from Liberty to SBG requiring the same); or 6.1.2.2 an insolvency event has occurred in respect of SBG or SBSA; or 6.1.3 on written notice of termination (describing in reasonable detail the basis for such termination) shall immediately be delivered by one Party to the other Partyif it has been finally determined that it would be illegal to implement all or a material part of the Ordinary Scheme; or 6.1.4 by mutual written agreement between Liberty and SBG.

Termination Events. This Agreement and the transactions contemplated hereby may be terminated at any time prior to before the Closing only as followsClosing: (a) by the mutual written consent agreement of all Parties heretoBuyer and ▇▇▇▇▇▇; (b) by either Buyer or Seller, by giving written notice of such termination to the other Party, if there the Closing shall not have occurred on or prior to June 30, 2026 (the “End Date”); provided, that the right to terminate this Agreement pursuant to this Section 10.1(b) shall not be available to any Party that has been a material misrepresentation or a breach of warranty or a breach of a covenant breached in any case by HRSI, material respect its obligations under this Agreement in any manner that shall have proximately contributed to the Stockholder failure of the Closing to have occurred on or prior to the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.End Date; (c) by Stockholder or HRSI Seller, with written notice to Buyer if there Buyer has been a material misrepresentation or a materially breached any provision of this Agreement and such breach of warranty or a breach would give rise to the failure of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties condition set forth in this Agreement, which Section 8.1(a) or Section 8.1(b) and Seller has not waived in the case of any writing such breach of covenant or such breach has not been curedcured by Buyer upon the earlier to occur of (i) fifteen (15) Business Days after receipt by Buyer of written notice thereof from Seller or (ii) the End Date, provided, that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.1(c) if curable, within five (5) business days after written notification Seller is then in material breach of any of provision of this Agreement such breach by Stockholder or HRSI that it would give rise to the Buyerfailure of a condition set forth in Section 8.2(a) or Section 8.2(b); (d) by Buyer, HRSI with written notice to Seller if any of the Company Group, Seller or Stockholder if the transactions contemplated by Beneficial Owner has materially breached any provision of this Agreement have not been consummated by the Closing DateAgreement, except with respect and such breach would give rise to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as failure of a condition set forth in Section 6.1 hereof; (e8.2(a) or Section 8.2(b) and Buyer has not waived in writing such breach or such breach has not been cured by Buyer if HRSIthe Company Group, the Stockholder Seller or the Company amends Beneficial Owner, as applicable, upon the Schedules hereto between earlier to occur of (i) fifteen (15) Business Days after receipt by the Execution Date and Seller of written notice thereof from Buyer or (ii) the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing End Date. , provided, however, that Buyer shall not have the Party electing termination right to terminate this Agreement pursuant to Sections 8.1(bthis Section 10.1(d) and (c) if Buyer is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination provision of this Agreement such that it would give rise to the failure of a condition set forth in Section 8.1(a) or Section 8.1(b); or (e) by either Party pursuant to this Section 8.1 written notice of such termination Buyer or Seller if any court or other Governmental Authority shall have issued, enacted, entered, promulgated or enforced any Law or Order (describing in reasonable detail that is final and non-appealable and has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the basis for such termination) shall immediately be delivered to the other Partytransactions contemplated hereby.

Termination Events. This Agreement may be terminated may, by written notice given at any time or prior to the Closing only as followsDate in the manner hereinafter provided, be terminated: (a) by A. By either ISI and InfoCure, on the mutual written consent of all Parties hereto; (b) by Buyer if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSIone hand, the Stockholder or the Company in and the representations and warranties or covenants of any of them set forth in this AgreementShareholders, which in on the case of any breach of covenant has not been curedother hand, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company. (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant Breach shall be made by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except other parties hereto with respect to the election by Buyer to extend such date up due and timely performance of any of its covenants and agreements contained herein, or with respect to the Extended material compliance with any of its representations, warranties or covenants, and such breach cannot be cured prior to the Closing Date and has not been waived; (i) By ISI and InfoCure, if Buyer has made all of the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date Sections 6.1. and the Closing and such amendment has or is reasonably likely to 6.2. shall not have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated been satisfied on or before the Closing Date, other than through failure of ISI or InfoCure to fully materially comply with its obligations hereunder, and such conditions shall not have been waived by the ISI and InfoCure on or before such date; or (ii) By the Company and the Shareholders if all of the conditions set forth in Sections 6.1. providedand 6.3. shall not have been satisfied on or before the Closing Date, howeverother than through failure of the Company or the Shareholders to fully materially comply with its obligations hereunder, that and such conditions shall not have been waived by the Party electing termination pursuant to Sections 8.1(bCompany on or before such date; C. By the Shareholders if the Average Per Share Closing Price is less than Twenty-Four and No/100 Dollars ($24.00) and (c) is not in material breach the Shareholders have provided notice to ISI and InfoCure of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of their intention to terminate this Agreement by either Party pursuant to this Section 8.1 written provision, unless InfoCure and ISI provide notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.Shareholders within twenty-four (24) hours of receipt of the Shareholders' notice hereunder of InfoCure's agreement to increase the Exchange Ratio to an amount equal (i) the product of (1) the quotient determined by dividing Twenty-Four and No/100 Dollars ($24.00) by the Average Per Share Closing Price, multiplied by (2) 1,144,000, divided by (ii) ten thousand (10,000) shares; D. By mutual consent of the Company, ISI and InfoCure; or

Termination Events. This Agreement may be terminated at If any time prior to of the Closing only as followsfollowing events (each a "Termination Event") shall occur: (a) by the mutual written consent Borrower fails to pay any of all Parties hereto;its Obligations under this Agreement or any of the other Transaction Documents when such Obligations are due or are declared due and such failure shall remain unremedied for one Business Day; or (b) any representation, warranty, certification or statement made or deemed to be made by Buyer if there has the Borrower, the Eligible Lender Trustee, any Seller or any Servicer under or in connection with this Agreement or any other Transaction Document, or other information, report or document delivered pursuant hereto or thereto shall prove to have been a material misrepresentation or a breach of warranty or a breach of a covenant incorrect in any case by HRSImaterial respect when made, the Stockholder deemed made or the Company in the representations and warranties or covenants of any of them set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.delivered; or (c) by Stockholder the Borrower, the Eligible Lender Trustee, any Seller or HRSI if there has been a material misrepresentation or a breach of warranty or a breach of a covenant by the Buyer Parties any Servicer shall default in the representations and warranties performance or covenants of the Buyer Parties set forth in this Agreement, which in the case observance of any breach term, covenant or undertaking (other than those set for in subsections (a), (b) or (l) of covenant has not been cured, this Section) to be performed or observed herein or in any other Transaction Document on its part and any such failure shall remain unremedied (if curable, within five such default can be remedied) for ten (510) business days after written notification of notice thereof shall have been received by the Borrower; provided, however, such breach by Stockholder ten (10) day cure period shall not apple to defaults under Sections 6.01(b), (f), (j), (k) or HRSI to the Buyer;(m) or Section 6.11 hereof; or (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement an Event of Bankruptcy shall have not been consummated by the Closing Date, except occurred with respect to the election Borrower, any Seller, any Servicer or any Affiliate thereof; provided, however, the foregoing event shall not be a "Termination Event" with respect to a Servicer hereunder if such Servicer is not an Affiliate of Nelnet, Inc. and within 30 days of the occurrence of such event, all Financed Loans then serviced by Buyer to extend such date up to Servicer are released from the Extended Closing Date if Buyer has made Pledged Collateral in accordance with the Extension Payments to HRSI as set forth in Section 6.1 hereof;terms of this Agreement; or (e) by Buyer if HRSIthe Trustee, for the Stockholder or benefit of the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely Secured Creditors, shall, for any reason, cease to have a Material Adverse Effect on valid and perfected first priority security interest in any of the transactions contemplated herebyPledged Collateral or the Borrower shall, for any reason, cease to have a valid and perfected first priority ownership interest in each Financed Loan and Collections with respect thereto; or (f) a Servicer Default shall have occurred or any Servicing Agreement shall not be in full force and effect for any reason, and, in either case, such Servicer or Servicing Agreement, as the case may be, shall not be replaced by Buyer if a Servicer or a Servicing Agreement, as the IPO is not successfully consummated on or before the Closing Date. case may be, acceptable to each Facility Agent within 60 days of such event; provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is foregoing event shall not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Party.a

Termination Events. This Agreement may be terminated at any time may, by notice given prior to or at the Closing only as followsClosing, be terminated: (a) by either Purchaser or Sellers if a Breach of any provision of this Agreement has been committed by the mutual written consent of all Parties heretoother party and such Breach has not been waived; (b) (i) by Buyer Purchaser if there has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the representations and warranties or covenants of any of them set forth the conditions in this Agreement, which in the case of any breach of covenant Article VII has not been curedsatisfied as of the Closing or if satisfaction of such a condition 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; or (ii) by Sellers, if curable, within five (5) business days after written notification any of the conditions in Article VIII has not been satisfied of the Closing or if satisfaction of such breach by Buyer a condition is or becomes impossible (other than through the failure of Sellers to HRSI, comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Stockholder or the Company.Closing; (c) by Stockholder or HRSI if there has been a material misrepresentation or a breach mutual consent of warranty or a breach of a covenant by the Buyer Parties in the representations Purchaser and warranties or covenants of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the BuyerSellers; (d) by BuyerPurchaser (i) after December 31, HRSI 2005 if the CON has not been issued by December 31, 2005 or Stockholder (ii) after January 15, 2006 if the Closing has not occurred on or before January 15, 2006; provided that Purchaser shall have used its best efforts to assist in the completion of the transactions contemplated by this Agreement; (e) by Sellers on or subsequent to June 1, 2006, provided that Sellers shall have used their best efforts to assist in the completion of the transaction contemplated by this Agreement and Sellers shall have given Purchaser ten days prior written notice (which notice may be provided prior to June 1, 2006) of its intent to terminate and allowed Purchaser to consummate the transactions contemplated by this Agreement have not been consummated by the Closing Date, except in accordance with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or1.4(b)(iii);or (f) by Buyer either Purchaser or Sellers if the IPO CON is contested by any third party resulting in an administrative hearing or litigation (a “Contest”), and after good faith negotiation Purchaser and Sellers cannot successfully consummated on or before reach agreement as to the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event allocation of the termination expenses to be incurred in further efforts to obtain the CON as a direct result of such Contest. Notwithstanding the foregoing, this Agreement by either Party may not be terminated pursuant to this Section 8.1 written notice 10.1(f) if either Purchaser or Sellers elects to bear the entire cost of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other PartyContest.

Termination Events. This Agreement may be terminated at At any time prior to the Closing only as followsClosing, this Agreement may be terminated and the Transactions abandoned by authorized action taken by the terminating party: (a) by the mutual written consent of all Parties heretoby Purchaser and Seller; (b) by Buyer either Purchaser or Seller, if there the Closing shall not have occurred on or before February 28, 2020 or such other date that Purchaser and the Seller may agree upon in writing (the “Agreement Termination Date”); provided, however, that the right to terminate this Agreement under this clause (b) of Section 8.1 shall not be available to any party whose breach (or whose Affiliate’s breach) of this Agreement has been a material misrepresentation or a breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company resulted in the representations and warranties failure of the Closing to occur on or covenants of any of them set forth in this Agreement, which in before the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer to HRSI, the Stockholder or the Company.Agreement Termination Date; (c) by Stockholder either Purchaser or HRSI Seller, if there has been a material misrepresentation any permanent injunction or a breach of warranty or a breach other order of a covenant by Governmental Body of competent authority preventing the Buyer Parties in the representations and warranties or covenants consummation of the Buyer Parties set forth in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the BuyerTransactions shall have become final and nonappealable; (d) by BuyerPurchaser, HRSI if Seller shall have breached any representation, warranty, covenant or Stockholder agreement contained herein and such breach shall not have been cured within thirty (30) days after receipt by Seller from Purchaser of written notice of such breach (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and if not cured within the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect timeframe above and at or prior to the election by Buyer to extend Closing, such date up to breach would result in the Extended Closing Date if Buyer has made failure of any of the Extension Payments to HRSI as conditions set forth in Section 6.1 hereof;5.1 or Section 5.2 to be satisfied; or (e) by Buyer Seller, if HRSIPurchaser shall have breached any representation, the Stockholder warranty, covenant or agreement contained herein and such breach shall not have been cured within 30 days after receipt by Purchaser from the Company amends the Schedules hereto between the Execution Date and the Closing and of written notice of such amendment has or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or breach (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant no such cure period shall be available or applicable to Sections 8.1(bany such breach which by its nature cannot be cured) and (c) is if not cured within the timeframe above and at or prior to the Closing, such breach would result in material breach the failure of any of its representations, warranties, covenants the conditions set forth in Section 5.1 or agreements contained in this Agreement. In the event of the termination of this Agreement by either Party pursuant Section 5.3 to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) shall immediately be delivered to the other Partysatisfied.

Termination Events. This Agreement Without limiting any other provision of this agreement: (a) either party (non-defaulting party) may terminate this agreement by notice in writing to the other party:‌ (i) if the Sunset Date has passed before the Transaction has been implemented (other than as a result of a breach by the terminating party of its obligations under this agreement); (ii) if each of the following has occurred:‌ (A) the other party (defaulting party) is in breach of a material provision of this agreement (other than for breach of a representation or warranty in clauses 1 or 2 of Schedule 3) at any time prior to 8.00am on the Second Court Date; (B) the non-defaulting party has given notice to the defaulting party setting out the relevant circumstances of the breach and stating an intention to terminate the agreement; and‌ (C) the relevant circumstances have continued to exist five Business Days (or any shorter period ending at 8.00am on the Second Court Date) from the time the notice in clause 8.1(a)(ii)(B) is given; (iii) if the required majorities of CGA Shareholders do not approve the Scheme at the Scheme Meeting; (iv) if the required majority of B2Gold Shareholders do not approve the B2Gold Resolutions; (v) if a Court or other Regulatory Authority has issued an order, decree or ruling or taken other action that permanently restrains or prohibits the Transaction and that order, decree, ruling or other action has become final and cannot be terminated appealed; or (vi) in accordance with clause 3.8(b); or (b) B2Gold may terminate this agreement by notice in writing to CGA if:‌ (i) at any time prior to the Closing only as followsSecond Court Date, CGA breaches any representation or warranty in clause 1 of Schedule 3 and:‌ (A) the breach: (aI) cannot be remedied by subsequent action on the mutual written consent part of all Parties heretoCGA before 8.00am on the Second Court Date; and (II) was of a kind that, had it been disclosed to B2Gold prior to its entry into this agreement, could reasonably be expected to have resulted in B2Gold either not entering into this agreement or entering into it on materially different terms; or (B) the breach amounts to, results in, or discloses anything, that could reasonably be expected to amount to a CGA Material Adverse Event; (bii) at any time before 8:00am on the Second Court Date, a CGA Director fails to recommend the Scheme or the Transaction or makes or withdraws his recommendation that CGA Shareholders vote in favour of the Scheme or makes a public statement indicating that he or she no longer supports the Scheme; (iii) a CGA Prescribed Occurrence occurs prior to 8:00am on the Second Court Date; (iv) the B2Gold Reimbursement Fee Amount is payable by Buyer if there B2Gold and has been a material misrepresentation or a breach of warranty or a breach of a covenant paid in full to CGA; (v) at any case by HRSItime before 8:00am on the Second Court Date, the Stockholder CGA Board recommends a Superior Offer for CGA; or (vi) a Competing Proposal for CGA is announced, made, or the Company in the representations and warranties or covenants of any of them set forth in this Agreementbecomes open for acceptance and, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Buyer pursuant to HRSIthat Competing Proposal for CGA, the Stockholder bidder for CGA acquires voting power (within the meaning of section 610 of the Corporations Act) of 50% or the Companymore of CGA and that Competing Proposal for CGA is (or has become) free from any defeating conditions. (c) CGA may terminate this agreement by Stockholder notice in writing to B2Gold if:‌ (i) at any time prior to the Second Court Date, B2Gold breaches any representation or HRSI if there has been a material misrepresentation or a breach warranty in clause 2 of warranty or a breach Schedule 3 and:‌ (A) the breach: 1. cannot be remedied by subsequent action on the part of B2Gold before 8.00am on the Second Court Date; and 2. was of a covenant by the Buyer Parties in the representations and warranties or covenants of the Buyer Parties set forth in kind that, had it been disclosed to CGA prior to its entry into this Agreementagreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyer; (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by the Closing Date, except with respect to the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof; (e) by Buyer if HRSI, the Stockholder or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has or is could reasonably likely be expected to have a Material Adverse Effect resulted in CGA either not entering into this agreement or entering into it on the transactions contemplated herebymaterially different terms; or (fB) by Buyer if the IPO is not successfully consummated on breach amounts to, results in, or before the Closing Date. provided, howeverdiscloses anything, that could reasonably be expected to amount to a B2Gold Material Adverse Event; (ii) at any time prior to the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event date of the termination Scheme Meeting, a majority of this Agreement by either Party pursuant the CGA Directors have changed, withdrawn or modified their recommendation in accordance with clause 5.6(a)(ii)(B); (iii) a B2Gold Director fails to this Section 8.1 written notice recommend the B2Gold Resolutions or the Transaction or makes or withdraws his recommendation that B2Gold Shareholders vote in favour of such termination the B2Gold Resolutions or makes a public statement indicating that he or she no longer supports the B2Gold Resolutions or the Transaction; (describing iv) in reasonable detail order to permit the basis for such terminationCGA Board to recommend a Superior Offer; or (v) shall immediately be delivered a B2Gold Prescribed Occurrence occurs prior to 8:00am on the other PartySecond Court Date.

Termination Events. This Agreement may be terminated at any time prior to the Closing only as followsClosing: (a) by the mutual written consent Purchaser if (i) there is a Breach of all Parties heretoany covenant or obligation of the Seller such that the closing condition set forth in Section 6.4(b) would not be satisfied, or (ii) there is a Breach of the Seller’s representations and warranties as of the date of this Agreement or as of any subsequent date (as if made on such subsequent date) such that the closing condition set forth in Section 6.1 would not be satisfied; provided, however, that the Purchaser shall not be permitted to terminate this Agreement pursuant to this Section 8.1(a) on account of any Breach which is curable by the Seller unless the Seller fails to cure such Breach within 30 calendar days after receiving notice of such Breach; (b) by Buyer the Seller if (i) there has been is a material misrepresentation Breach of any covenant or obligation of the Purchaser such that the closing condition set forth in Section 7.4(b) would not be satisfied, or (ii) there is a breach Breach of warranty or a breach of a covenant in any case by HRSI, the Stockholder or the Company in the Purchaser’s representations and warranties as of the date of this Agreement or covenants as of any of them subsequent date (as if made on such subsequent date) such that the closing condition set forth in Section 7.1 would not be satisfied; provided, however, that the Seller shall not be permitted to terminate this Agreement, which in the case Agreement pursuant to this Section 8.1(b) on account of any breach of covenant has not been cured, if curable, Breach which is curable by the Purchaser unless the Purchaser fails to cure such Breach within five (5) business 30 calendar days after written notification receiving notice of such breach by Buyer to HRSI, the Stockholder or the Company.Breach; (c) by Stockholder either the Purchaser or HRSI the Seller if there the Closing has been not taken place on or before January 31, 2006 (the “Termination Date”) (other than as a material misrepresentation or a breach result of warranty or a breach of a covenant by any failure on the Buyer Parties in the representations and warranties or covenants part of the Buyer Parties set forth terminating party to comply with or perform its covenants and obligations under this Agreement in this Agreement, which in the case of any breach of covenant has not been cured, if curable, within five (5) business days after written notification of such breach by Stockholder or HRSI to the Buyerall material respects); (d) by Buyer, HRSI or Stockholder if the transactions contemplated by this Agreement have not been consummated by mutual written consent of the Closing Date, except with respect to Purchaser and the election by Buyer to extend such date up to the Extended Closing Date if Buyer has made the Extension Payments to HRSI as set forth in Section 6.1 hereof;Seller; and (e) by Buyer if HRSI, the Stockholder either Seller or the Company amends the Schedules hereto between the Execution Date and the Closing and such amendment has Purchaser, if any Order by any Governmental Body of competent jurisdiction preventing or is reasonably likely to have a Material Adverse Effect on the transactions contemplated hereby; or (f) by Buyer if the IPO is not successfully consummated on or before the Closing Date. provided, however, that the Party electing termination pursuant to Sections 8.1(b) and (c) is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. In the event prohibiting consummation of the termination of this Agreement by either Party pursuant to this Section 8.1 written notice of such termination (describing in reasonable detail the basis for such termination) Merger shall immediately be delivered to the other Partyhave become final and nonappealable.