Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or by Buyer, by written notice to Seller, on or after January 28, 2010 if the Closing has not been performing pursuant occurred by that date (the date of such written notice, the “Termination Date”), subject, however, to extension by the mutual written consent of Seller, Seller’s lenders, the official unsecured creditors’ committee in the Bankruptcy Case and Buyer, if the Closing shall not have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided.under this Section 8.1(b) if Seller (in case of termination by Seller) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement; e. LESSEE agrees (c) By Seller, by written notice to be tested for the illegal use of controlled substancesBuyer, or for blood alcohol level. LESSEE may be tested on a randomby Buyer, volunteerby written notice to Seller, “reason to believe”if any injunction, other order, or post-accident basis. Refusal proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by this Agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to test terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Buyer contained in this Agreement, and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that Seller shall not have the right to terminate this Agreement under this Section 8.1(d) if Seller is in material breach of this Agreement and grounds for cancellation at the xxxx Xxxxxx gives such notice; (e) By Buyer, by written notice to Seller, if Buyer has previously provided Seller with written notice of this Agreement.any inaccuracy of any representation or warranty of Seller contained in f. This Agreement may Section 4.1 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Seller contained in any way breaching this Agreement, LESSEE and Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to LESSEESeller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within one (1) Business Day after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 11, 2010 or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 26, 2010; or (g) By Buyer, if Seller enters into a definitive written agreement providing for an Alternative Transaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for hereunder and in the Bidding Procedures Order.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination this agreement without cause at (b) By the Buyer, on the date that is seventy-five (75) days after the date hereof, if any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 12 has not been performing pursuant to satisfied or waived; PROVIDED, HOWEVER, that the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees under this paragraph (b) shall not be available to be tested for the illegal use Buyer if its failure to fulfill any of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of its obligations under this Agreement and grounds for cancellation shall have been the reason that the Closing shall not have been consummated on or before said date; (c) By the Seller, on the date that is seventy-five (75) days after the date hereof, if any condition contained in Section 11 has not been satisfied or waived; PROVIDED, HOWEVER, that the right to terminate this Agreement under this paragraph (c) shall not be available to the Seller if its failure to fulfill any of its obligations under this Agreement.Agreement shall have been the reason that the Closing shall not have been consummated on or before said date; f. This Agreement may be cancelled at (d) By the Buyer or the Seller, if any time Government has issued an order, decree, injunction, stay or ruling or taken any other action restraining, enjoining or otherwise prohibiting the material transactions contemplated by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise and such order, decree, injunction, stay, ruling or other action has become final and non-appealable; (e) Subject to the alleged breachBuyer's obligation to keep its Bid open through the earlier of the Closing Date of an Alternative Transaction under SCHEDULE 1.3(A) hereto and October 15, 2001, by either the Buyer or the Seller, upon approval by the Bankruptcy Court of any Alternative Transaction under SCHEDULE 1.3(A) hereto based upon a Superior Bid; (f) By the Buyer, on the date that is thirty (30) days after the date hereof, if the Bidding Procedures Order shall not have been entered by the Bankruptcy Court on or prior to such date; (g) By the Buyer, on any date after September 28, 2001, if the Auction (if any is held) shall not have concluded on or prior to such date with the Buyer's bid being selected by the Seller as the highest or otherwise best bid; or (h) By the Buyer, on any date after October 15, 2001, if the Sale Order shall not have been entered by the Bankruptcy Court on or prior to such date. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate Buyer or the Vehicle under this Agreement for a period of 30 days, COMPANY may Seller terminate this Agreement without pursuant to the provisions hereof, such termination will be effected by written notice to LESSEEthe other party specifying the provision hereof pursuant to which such termination is made.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing Date: (a) by mutual written agreement of the parties.Seller and the Buyer; c. LESSEE may termination this agreement without cause at (b) by either the Buyer or the Seller if any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for Governmental Entity having competent jurisdiction has issued a period of ____ days from LESSEE’s notice that LESSEE intends to terminate final, non-appealable order, decree, ruling or cancel this agreementinjunction (other than a temporary restraining order) or taken any other action permanently restraining, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under enjoining or otherwise prohibiting the transactions contemplated by this Agreement, ; provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement pursuant to this Section 10.1(b) shall not be available to any Party whose failure to comply with its obligations under this Agreement has been the primary cause of such order, decree, ruling, injunction or other action; (c) by the Seller if the Closing has not occurred on or before December 15, 2014 (such date, as herein adjusted pursuant to the terms hereof, the “Buyer Outside Date”) or such later date as the Parties may agree upon in writing; provided that the right to terminate this Agreement pursuant to this Section 10.1(c) shall not be available to the Seller if its failure to comply with its obligations under this Agreement or any Other Purchase Agreement has been the primary cause of the failure of the Closing to occur by such date; provided, further, that (i) the Buyer may elect to extend the Buyer Outside Date until January 15, 2015 (such date, the “Buyer Extended Outside Date”) by providing written notice to the Seller and delivering a cash payment in the amount of Four Million Seven Hundred Sixty-Two Thousand Five Hundred Dollars ($4,762,500) to the Escrow Agent prior to December 15, 2014, and (ii) if the Closing has not occurred on or before the Buyer Extended Outside Date, Buyer may elect to extend the Buyer Outside Date until January 31, 2015 by providing written notice to the Seller and delivering an additional cash payment in the amount of Four Million Seven Hundred Sixty-Two Thousand Five Hundred Dollars ($4,762,500) to the Escrow Agent prior to the Buyer Extended Outside Date, in each case with such cash payment becoming part of the Deposit pursuant to, and to be held in accordance with, Section 3.2; provided, further, that, the Buyer Outside Date shall only be so extended if each of the Other Purchase Agreements shall also remain in full force and effect during the period of such extension. e. LESSEE agrees (d) by either the Buyer or the Seller if the Closing has not occurred on or before January 31, 2015 (the “Outside Date”) or such later date as the Parties may agree upon in writing; provided that the right to terminate this Agreement pursuant to this Section 10.1(d) shall not be available to any Party whose failure to comply with its obligations under this Agreement or any Other Purchase Agreement has been the primary cause of the failure of the Closing to occur by such date; (e) by the Buyer, in the event of any breach by the Seller of any of its representations, warranties, covenants or agreements contained herein, which breach would result in the failure to satisfy any of the conditions set forth in Section 9.2 or Section 9.3, and in each case, the failure of the Seller to cure such breach (if capable of cure) within fifteen (15) days after receipt of notice from the Buyer requesting such breach to be tested cured; provided that the right to terminate this agreement pursuant to this Section 10.1(e) shall not be available to the Buyer at any time that the Buyer is in material breach of any of the Buyer’s representations, warranties, covenants or agreements contained herein or any Other Purchase Agreement; and (f) by the Seller, in the event of any breach by the Buyer of any of the Buyer’s representations, warranties, covenants or agreements contained herein, which breach would result in the failure to satisfy any of the conditions set forth in Section 8.2 or Section 8.3, and in each case, the failure of the Buyer to cure such breach (if capable of cure) within fifteen (15) days after receipt of notice the Seller requesting such breach to be cured; provided that the right to terminate this agreement pursuant to this Section 10.1(f) shall not be available to the Seller at any time the Seller is in material breach of any of the Seller’s representations, warranties, covenants or agreements contained herein or any Other Purchase Agreement. (g) In addition, and notwithstanding anything to the contrary contained herein, the termination of any Other Purchase Agreement by any Party (or its Affiliate) for any reason pursuant to the illegal use of controlled substances, or for blood alcohol level. LESSEE may terms thereof shall be tested on deemed a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach termination of this Agreement by such Party for the same such reason and grounds for cancellation this Agreement shall terminate automatically without any further action of the Parties, with the effects of such termination to be governed by Section 10.2 as if this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise were terminated pursuant to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factssame provision under which the Other Purchase Agreement was initially terminated. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time prior to the Closing: (i) by the mutual agreement written consent of each Purchaser and the Company; (ii) by Purchasers that would, upon consummation of the parties.transactions contemplated hereby, hold a majority of the Purchaser Securities if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten days after written notification thereof by such Purchaser to the Company; c. LESSEE may termination this agreement without cause (iii) by the Purchasers or the Company if the transactions contemplated hereby have not been consummated by December 31, 2001 (the "Termination Date"); or (iv) by the Purchasers if at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for after the date hereof, (a) the Special Committee or the Board withdraws, modifies or changes in a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant manner adverse to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach Purchasers its approval and favorable recommendation of this Agreement and grounds for cancellation the transactions contemplated hereby, (b) the Special Committee or the Board fails to reconfirm such approval and favorable recommendation within two business days after a written request by the Purchasers to do so, (c) the Special Committee or the Board shall have approved or recommended to the stockholders of the Company, taken no position with respect to, or failed to recommend against acceptance of, any Alternative Transaction Proposal, (D) the Company shall have entered into any letter of intent, agreement in principle, acquisition agreement or other agreement with respect to any Alternative Transaction Proposal, or (E) the Company, the Special Committee or the Board resolves to do any of the foregoing; or (v) by the Company, if the Board enters into any definitive written agreement with respect to a Superior Proposal; provided that prior to terminating this letter agreement, the Company shall have complied with the provisions of paragraph 4G, including, without limitation, the notice provisions therein, and made all payments to the Purchasers required by this paragraph 10A and otherwise. provided that the Party electing termination pursuant to clause (iii) of this paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules and Exhibits attached hereto; provided further that if this Agreement is terminated in accordance with paragraph 10A(iv) or 10A(v), then the Company shall, in addition to all other payments to which the Purchasers are entitled, pay to the Purchasers (pro rata according to the aggregate Loan Amount and Preferred Stock purchase price of each such Purchaser) in immediately available funds a termination fee in an amount equal to $6,000,000. In the event of termination by either a Purchaser or the Company pursuant to this paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other parties to this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer, if Leucadia or the Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within 15 Business Days after written notice to COMPANY. LESSEE agrees that for a period the Seller of ____ days from LESSEE’s notice that LESSEE intends its intent to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing Agreement pursuant to this Section 12.1(b) (provided, that the Buyer and Level 3 are not then in material breach of the terms of this Agreement, COMPANY and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 11.1 or the first sentence of 11.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if Level 3 or the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement (other than Section 6.8) and has not, in the case of a breach of a covenant or agreement, cured such breach within 15 Business Days after written notice to the Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(c) (provided, that the Seller and Leucadia are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 10.1 or the first sentence Section 10.2 hereof, as the case may be, will not be satisfied; (d) By the Seller, if Level 3 or the Buyer has breached Section 6.8 of time sufficient this Agreement such that the condition set forth in Section 10.1 would not be satisfied and has not given written notice to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s the Seller of the Buyer's irrevocable election to exercise the Cash Substitution Right in full in accordance with Section 2.2 of this Agreement within 10 Business Days after the Seller has given written notice to the Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(d) (provided, that the Seller and Leucadia are not then in material breach of the terms of this Agreement); (e) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be enacted any federal or state statute which would make consummation of the transactions contemplated hereby illegal; or (f) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by May 1, 2006; provided that the Buyer or the Seller may extend such date by one (1) additional month if the condition set forth in Section 11.3 is the only condition remaining to be satisfied on such date (other than those conditions that are only capable of being satisfied on the Closing) and such party reasonably believes in good faith that such condition is likely to be satisfied within such additional one-month period; and provided further that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 12.1(f) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement written consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer, if Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not cured such breach within ten Business Days after written notice to COMPANY. LESSEE agrees the Seller (provided, that for a period the Buyer is not then in material breach of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 12.1 or Section 12.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within ten Business Days after written notice to the Buyer (provided, that the Seller is not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 11.1 or Section 11.2 hereof, as the case may be, will not be satisfied; (d) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by 12:01 AM Eastern Standard Time on May 2, 2007; provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 13.1(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, on or after the date that for a period of ____ is 150 calendar days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreementafter the Petition Date (the “Warranty Termination Date”), LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for if the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 9.1(a) has not been performing pursuant to the terms of this Agreementsatisfied or waived; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s however, that Seller shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test under this Section 10.1(b) if Seller is then in material breach of this Agreement; (c) By Seller, by notice to Buyer, if Seller has previously provided Buyer with written notice of Buyer’s failure to perform any material covenant of Buyer contained in this Agreement and grounds for cancellation Buyer has failed within five (5) days after such notice to perform such covenant; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(c) if Seller is then in material breach of this Agreement.; f. This Agreement may be cancelled at any time (d) By Seller, by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does Buyer, on or after the date that is 150 calendar days after the Petition Date (the “Approval Termination Date”), if any condition contained in Section 9.1(c) or Section 9.1(d) has not operate been satisfied or waived; provided, however, that Seller shall not have the Vehicle under this Agreement for a period of 30 days, COMPANY may right to terminate this Agreement without under this Section 10.1(d) if Seller is then in material breach of this Agreement; (e) By Buyer, by notice to LESSEESeller, on or after the Warranty Termination Date, if the condition contained in Section 9.2(a) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Seller, if Buyer has previously provided Seller with written notice of a failure to perform any material covenant of Seller contained in this Agreement and Seller has failed within five (5) days after such notice to perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by notice to Seller, after the Approval Termination Date, if any condition contained in Section 9.2(c) or Section 9.2(d) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(g) if Buyer is then in material breach of this Agreement; (h) By Buyer, by notice to Seller, or by Seller, by notice to Buyer, if the Bankruptcy Court enters an Order dismissing or converting the Bankruptcy Case into a case under Chapter 7 of the Bankruptcy Code, 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, or the occurrence of any of the foregoing; (i) By Seller, five (5) Business Days after notice to Buyer, if the Bankruptcy Court has not entered the Sale Order by the date that is 60 calendar days after the Petition Date; (j) Automatically, upon the earlier of (i) Seller consummating an Alternative Transaction, and (ii) sixty (60) days following the date upon which the Bankruptcy Court issues a Final Order approving an Alternative Transaction; and (k) As provided for in Section 3.2(a).

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or by Buyer, by written notice to Seller, on or after January 28, 2010 if the Closing has not been performing pursuant occurred by that date (the date of such written notice, the “Termination Date”), subject, however, to extension by the mutual written consent of Seller, Seller’s lenders, the official unsecured creditors’ committee in the Bankruptcy Case and Buyer, if the Closing shall not have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided.under this Section 8.1(b) if Seller (in case of termination by Seller) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement; e. LESSEE agrees (c) By Seller, by written notice to be tested for the illegal use of controlled substancesBuyer, or for blood alcohol level. LESSEE may be tested on a randomby Buyer, volunteerby written notice to Seller, “reason to believe”if any injunction, other order, or post-accident basis. Refusal proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by this Agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to test terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Buyer contained in this Agreement, and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that Seller shall not have the right to terminate this Agreement under this Section 8.1(d) if Seller is in material breach of this Agreement and grounds for cancellation at the xxxx Xxxxxx gives such notice; (e) By Buyer, by written notice to Seller, if Buyer has previously provided Seller with written notice of this Agreement. f. This Agreement may any inaccuracy of any representation or warranty of Seller contained in Section 4.1 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Seller contained in any way breaching this Agreement, LESSEE and Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to LESSEESeller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within one (1) Business Day after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 11, 2010 or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court by January 26, 2010; or (g) By Buyer, if Seller enters into a definitive written agreement providing for an Alternative Transaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for hereunder and in the Bidding Procedures Order.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing Date: (a) by mutual written agreement of the parties.Sellers and the Buyer; c. LESSEE may termination this agreement without cause at (b) by either the Buyer or the Sellers if any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for Governmental Entity having competent jurisdiction has issued a period of ____ days from LESSEE’s notice that LESSEE intends to terminate final, non-appealable order, decree, ruling or cancel this agreementinjunction (other than a temporary restraining order) or taken any other action permanently restraining, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under enjoining or otherwise prohibiting the transactions contemplated by this Agreement, ; provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement pursuant to this Section 10.1(b) shall not be available to any Party whose failure to comply with its obligations under this Agreement has been the primary cause of such order, decree, ruling, injunction or other action; (c) by the Sellers if the Closing has not occurred on or before December 15, 2014 (such date, as herein adjusted pursuant to the terms hereof, the “Buyer Outside Date”) or such later date as the Parties may agree upon in writing; provided that the right to terminate this Agreement pursuant to this Section 10.1(c) shall not be available to the Sellers if its failure to comply with its obligations under this Agreement or any Other Purchase Agreement has been the primary cause of the failure of the Closing to occur by such date; provided, further, that (i) the Buyer may elect to extend the Buyer Outside Date until January 15, 2015 (such date, the “Buyer Extended Outside Date”) by providing written notice to the Sellers and delivering a cash payment in the amount of Two Million One Hundred Ninety-Three Thousand Seven Hundred Fifty Dollars ($2,193,750) to the Escrow Agent prior to December 15, 2014, and (ii) if the Closing has not occurred on or before the Buyer Extended Outside Date, the Buyer may elect to extend the Buyer Outside Date until January 31, 2015 by providing written notice to the Sellers and delivering an additional cash payment in the amount of Two Million One Hundred Ninety-Three Thousand Seven Hundred Fifty Dollars ($2,193,750) to the Escrow Agent prior to the Buyer Extended Outside Date, in each case with such cash payment becoming part of the Deposit pursuant to, and to be held in accordance with, Section 3.2; provided, further, that, the Buyer Outside Date shall only be so extended if each of the Other Purchase Agreements shall also remain in full force and effect during the period of such extension. e. LESSEE agrees (d) by either the Buyer or the Sellers if the Closing has not occurred on or before January 31, 2015 (the “Outside Date”) or such later date as the Parties may agree upon in writing; provided that the right to terminate this Agreement pursuant to this Section 10.1(d) shall not be available to any Party whose failure to comply with its obligations under this Agreement or any Other Purchase Agreement has been the primary cause of the failure of the Closing to occur by such date; (e) by the Buyer, in the event of any breach by the Sellers of any of its representations, warranties, covenants or agreements contained herein, which breach would result in the failure to satisfy any of the conditions set forth in Section 9.2 or Section 9.3, and in each case, the failure of the Sellers to cure such breach (if capable of cure) within fifteen (15) days after receipt of notice from the Buyer requesting such breach to be tested cured; provided that the right to terminate this agreement pursuant to this Section 10.1(e) shall not be available to the Buyer at any time that the Buyer is in material breach of any of the Buyer’s representations, warranties, covenants or agreements contained herein or any Other Purchase Agreement; and (f) by the Sellers, in the event of any breach by the Buyer of any of the Buyer’s representations, warranties, covenants or agreements contained herein, which breach would result in the failure to satisfy any of the conditions set forth in Section 8.2 or Section 8.3, and in each case, the failure of the Buyer to cure such breach (if capable of cure) within fifteen (15) days after receipt of notice the Sellers requesting such breach to be cured; provided that the right to terminate this agreement pursuant to this Section 10.1(f) shall not be available to the Sellers at any time any Seller is in material breach of any of such Seller’s representations, warranties, covenants or agreements contained herein or any Other Purchase Agreement. (g) In addition, and notwithstanding anything to the contrary contained herein, the termination of any Other Purchase Agreement by any Party (or its Affiliate) for any reason pursuant to the illegal use of controlled substances, or for blood alcohol level. LESSEE may terms thereof shall be tested on deemed a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach termination of this Agreement by such Party for the same such reason and grounds for cancellation this Agreement shall terminate automatically without any further action of the Parties, with the effects of such termination to be governed by Section 10.2 as if this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise were terminated pursuant to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factssame provision under which the Other Purchase Agreement was terminated. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Sellers and Buyer; (b) By Sellers, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or has by Buyer, by written notice to Sellers, on or after the date that is 65 days after the Execution Date (the “Termination Date”), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not been performing pursuant have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided.under this Section 8.1(b) if any Seller (in case of termination by Sellers) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement; e. LESSEE agrees (c) By Sellers, by written notice to be tested for the illegal use of controlled substancesBuyer, or for blood alcohol level. LESSEE may by Buyer, by written notice to Sellers, if any injunction or other order restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Sellers, by written notice to Buyer, if Sellers have previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be tested on expected to result in, individually or in the aggregate with the results of other inaccuracies, a random, volunteer, “reason to believe”Material Adverse Effect, or post-accident basis. Refusal a material failure to test perform any covenant of Buyer contained in this Agreement, and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Sellers of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that no Seller shall have the right to terminate this Agreement under this Section 8.1(d) if any Seller is in material breach of this Agreement and grounds for cancellation at the time either Seller gives such notice; (e) By Buyer, by written notice to Sellers, if Buyer has previously provided Sellers with written notice of this Agreement. f. This Agreement may any inaccuracy of any representation or warranty of any Seller contained in Section 4.1 which inaccuracy could reasonably be cancelled at any time by expected to result in, individually or in the COMPANY if COMPANY has aggregate with the results of other inaccuracies, a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breachedMaterial Adverse Effect, or is a material failure to perform any covenant of any Seller contained in any way breaching this Agreement, LESSEE and any Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to LESSEESellers, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within five Business Days after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court within 15 days of the Execution Date or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court within 65 days of the Execution Date; (g) By Buyer, written notice to Sellers within the Extended Diligence Period, if the results of Buyer’s due diligence investigation under Section 5.1(c) is not satisfactory to Buyer, in its sole discretion; (h) Automatically, if Sellers enter into a definitive written agreement providing for an Alternative Transaction pursuant to the Bidding Procedures Order; and (i) By Buyer, by written notice to Sellers delivered within one Business Day after gaining knowledge of such damage, if damage to the Acquired Assets in excess of $100,000 occurs prior to the Closing Date; provided, that if damage or casualty to Acquired Assets exceeding $100,000 occurs, Buyer shall have the option in lieu of terminating this Agreement, which option shall be exercisable by Buyer in its sole discretion in writing delivered to Sellers not less than one Business Day prior to the Closing, to reduce Total Consideration otherwise payable by Buyer by the amount that such damage or casualty exceeds $100,000.

Conditions of Termination. a. COMPANY (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time before completion of the Closing, by mutual consent of the Issuer and the Purchasers. This Purchase Agreement shall terminate without action by any party hereto if completion of the Closing does not occur on or before February 28, 1997, if any condition to the Closing shall not have been satisfied or waived by such date; provided, however, that this Purchase Agreement may not be terminated by a party if the failure of the Closing to occur by such date is due to the breach of any provision hereof by such party. (b) This Purchase Agreement may, by notice given in the event LESSEE breaches manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (i) by the Issuer or International if there has been a material misrepresentation in Article V hereof by the Purchasers (or any of them) or a material default or breach by the Purchasers (or any of them) with respect to the Purchasers' due and timely performance of any of the termsPurchasers' covenants and agreements contained in this Purchase Agreement, obligationand such misrepresentation, default, or provisions breach shall not have been cured within ten (10) days after receipt by the Purchasers of notice specifying particularly such misrepresentation, default, or breach; or (ii) by the Purchasers if there has been a material misrepresentation in Article IV hereof by the Issuer or International or a material default or breach by the Issuer or International with respect to the Issuer's or International's due and timely performance of any of the Issuer's or International's covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s breach shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time have been cured within ten (10) days after receipt by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Issuer of harm to passengers notice specifying particularly such misrepresentation, default or othersbreach. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 9.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Purchaser; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s Purchaser, or by Purchaser, by written notice that LESSEE intends to terminate Seller, if the Closing shall not have taken place on or cancel this agreementbefore May 31, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, 2010 (the “Termination Date”); provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 9.1(b) shall not be available to be tested for (i) Seller, if the illegal use failure of controlled substancesSeller to fulfill any of its obligations under this Agreement has been the cause of, or for blood alcohol level. LESSEE may be tested resulted in, the failure of the Closing to occur on a random, volunteer, “reason to believe”or before the Termination Date, or post-accident basis. Refusal (ii) Purchaser, if the failure of Purchaser to test fulfill any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date; (c) By Seller, by written notice to Purchaser, if there shall have been a material breach of any covenant, obligation, representation or warranty of Purchaser or AAR contained in this Agreement, and such breach shall not have been remedied within 20 Business Days after receipt by Purchaser of a notice in writing from Seller specifying the breach and requesting such breach be remedied; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 9.1(c) if Seller is then in material breach of this Agreement; or (d) By Purchaser, by written notice to Seller, if there shall have been a material breach of any covenant, obligation, representation or warranty of Seller contained in this Agreement that has prevented the satisfaction of any condition to the obligations of Purchaser at the Closing, and grounds for cancellation such breach shall not have been remedied within 20 Business Days after receipt by Seller of a notice in writing from Purchaser specifying the breach and requesting such breach be remedied; provided, however, that Purchaser shall not have the right to terminate this Agreement under this Section 9.1(d) if Purchaser is then in material breach of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer, if the Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within ten (10) Business Days after written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, the Seller (provided that this restriction will the Buyer is not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to then in material breach of the terms of this Agreement, COMPANY and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 10.1 or Section 10.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within ten (10) Business Days after written notice to the Buyer (provided that the Seller is not then in material breach of the terms of this Agreement, and provided further that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 9.1 or Section 9.2 hereof, as the case may be, will not be satisfied; (d) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by June 30, 2003; provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 11.1(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, on or after the date that for a period of ____ is one hundred twenty (120) calendar days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreementafter the Petition Date (the “Warranty Termination Date”), LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for if the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 9.1(a) has not been performing pursuant to the terms of this Agreementsatisfied or waived; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s however, that Seller shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test under this Section 10.1(b) if Seller is then in material breach of this Agreement; (c) By Seller, by notice to Buyer, if Seller has previously provided Buyer with written notice of Buyer’s failure to perform any material covenant of Buyer contained in this Agreement and grounds for cancellation Buyer has failed on or before 11:59 PM (Central Time) on the fifth (5th) Business Day after such notice to perform such covenant; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(c) if Seller is then in material breach of this Agreement.; f. This Agreement may be cancelled at any time (d) By Seller, by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does Buyer, on or after the date that is one hundred twenty (120) calendar days after the Petition Date (the “Approval Termination Date”), if any condition contained in Section 9.1(c) or Section 9.1(d) has not operate been satisfied or waived; provided, however, that Seller shall not have the Vehicle under this Agreement for a period of 30 days, COMPANY may right to terminate this Agreement without under this Section 10.1(d) if Seller is then in material breach of this Agreement; (e) By Buyer, by notice to LESSEESeller, on or after the Warranty Termination Date, if the condition contained in Section 9.2(a) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Seller, if Buyer has previously provided Seller with written notice of a failure to perform any material covenant of Seller contained in this Agreement and Seller has failed on or before 11:59 PM (Central Time) on the fifth (5th) Business Day after such notice to perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by notice to Seller, after the Approval Termination Date, if any condition contained in Section 9.2(c), Section 9.2(d) or Section 9.2(i) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(g) if Buyer is then in material breach of this Agreement; (h) By Buyer, by notice to Seller, or by Seller, by notice to Buyer, if the Bankruptcy Court enters an Order dismissing or converting the Bankruptcy Case into a case under Chapter 7 of the Bankruptcy Code, 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, or the occurrence of any of the foregoing; (i) By Seller, five (5) Business Days after notice to Buyer, if the Bankruptcy Court has not entered the Sale Order by the date that is sixty (60) calendar days after the Petition Date; and (j) Automatically, upon the earlier of (i) Seller consummating an Alternative Transaction, and (ii) sixty (60) days following the date upon which the Bankruptcy Court issues a Final Order approving an Alternative Transaction.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate Buyer, on or cancel this agreementafter October 31, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements2020 (the “Outside Date”), except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for if the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 9.1(a) has not been performing pursuant to the terms of this Agreementsatisfied or waived; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s however, that Seller shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test under this Section 10.1(b) if Seller is then in material breach of this Agreement; (c) By Seller, by notice to Buyer, if Seller has previously provided Buyer with written notice of Buyer’s failure to perform any material covenant of Buyer contained in this Agreement and grounds for cancellation Buyer has failed within five (5) days after such notice to perform such covenant; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(c) if Seller is then in material breach of this Agreement.; f. This (d) By Seller, by notice to Buyer, on or after the Outside Date, if any condition contained in Section 9.1(c) or Section 9.1(d) has not been satisfied or waived; provided, however, that Seller shall not have the right to terminate this Agreement may be cancelled at under this Section 10.1(d) if Seller is then in material breach of this Agreement; (e) By Buyer, by notice to Seller, on or after the Outside Date, if the condition contained in Section 9.2(a) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Seller, if Buyer has previously provided Seller with written notice of a failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk material covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Seller contained in any way breaching this Agreement, LESSEE which shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANYinclude, without causelimitation, with 30 Seller’s obligation to deliver all of the items (other than immaterial exceptions) set forth in Section 3.2(a) through Section 3.2(d), and Seller has failed within five (5) days after such notice to LESSEE. i. If Lessee does perform such covenant; provided, however, that Buyer shall not operate have the Vehicle under this Agreement for a period of 30 days, COMPANY may right to terminate this Agreement without under this Section 10.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by notice to LESSEESeller, after the Outside Date, if any condition contained in Section 9.2(c) or Section 9.2(d) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(g) if Buyer is then in material breach of this Agreement; (h) By Buyer, by notice to Seller, or by Seller, by notice to Buyer, if the Bankruptcy Court enters an Order dismissing or converting the Bankruptcy Case into a case under Chapter 7 of the Bankruptcy Code, 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, or the occurrence of any of the foregoing; (i) By Seller, five (5) Business Days after notice to Buyer, if the Bankruptcy Court has not entered the Sale Order by the date that is 60 calendar days after the Petition Date; and (j) Automatically, upon the earlier of (i) Seller consummating an Alternative Transaction, and (ii) sixty (60) days following the date upon which the Bankruptcy Court issues a Final Order approving an Alternative Transaction.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer, if Leucadia or the Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within 15 Business Days after written notice to COMPANY. LESSEE agrees that for a period the Seller of ____ days from LESSEE’s notice that LESSEE intends its intent to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing Agreement pursuant to this Section 12.1(b) (provided, that the Buyer and Level 3 are not then in material breach of the terms of this Agreement, COMPANY and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 11.1 or the first sentence of 11.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if Level 3 or the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement (other than Section 6.8) and has not, in the case of a breach of a covenant or agreement, cured such breach within 15 Business Days after written notice to the Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(c) (provided, that the Seller and Leucadia are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 10.1 or the first sentence Section 10.2 hereof, as the case may be, will not be satisfied; (d) By the Seller, if Level 3 or the Buyer has breached Section 6.8 of time sufficient this Agreement such that the condition set forth in Section 10.1 would not be satisfied and has not given written notice to investigate COMPANYthe Seller of the Buyer’s belief. Such temporary revocation by COMPANY’s irrevocable election to exercise the Cash Substitution Right in full in accordance with Section 2.2 of this Agreement within 10 Business Days after the Seller has given written notice to the Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(d) (provided, that the Seller and Leucadia are not then in material breach of the terms of this Agreement); (e) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be enacted any federal or state statute which would make consummation of the transactions contemplated hereby illegal; or (f) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by May 1, 2006; provided that the Buyer or the Seller may extend such date by one (1) additional month if the condition set forth in Section 11.3 is the only condition remaining to be satisfied on such date (other than those conditions that are only capable of being satisfied on the Closing) and such party reasonably believes in good faith that such condition is likely to be satisfied within such additional one-month period; and provided further that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 12.1(f) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 9.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Company Shareholders and Hightimes; (b) If the conditions precedent in Section 8.1 are not fulfilled or waived by mutual agreement of September 30, 2020 (or such later date agreed by Hightimes and the parties. c. LESSEE Company Shareholders) then the Selling Parties may termination terminate this agreement without cause at any time upon ____ days’ Agreement by providing written notice to COMPANYthe Buying Parties. (c) If the conditions precedent in Section 8.2 are not fulfilled or waived by September 30, 2020 (or such later date agreed by the Hightimes and the Company Shareholders) then the Buyer or Hightimes may terminate this Agreement by providing written notice to the Company Shareholders. (d) The Buying Parties may terminate this Agreement if there shall occur and be continuing any material event or threatened event shall have occurred prior to the Closing Date which would adversely impair or affect the normal Business operations of the Company or the ability of the Buyer and Hightimes to own the Company Shares, including without limitation; the condition of the Company Assets, the anticipated financial results of the Business or title to the Company Assets. LESSEE agrees The Driven Deliveries Litigation shall not constitute grounds for termination under this Section. (e) By Selling Parties, by written notice to Buying Parties, or by Buying Parties, by written notice to Selling Parties, if any injunction, other order, or proceedings/investigations instituted by any Governmental Authorities that for a period would delay, impair or otherwise hinder the Closing of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel the transactions contemplated by this agreement, LESSEE will not operate restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the Party seeking to terminate this Agreement pursuant to this Section 9.1(e) has used its commercially reasonable efforts to remove such injunction or other order; (f) By Selling Parties, by written notice to Buying Parties if there is the inaccuracy of any representation or warranty contained in Section 5.2 which inaccuracy could reasonably be expected to result in a vehicle that could compete material failure to service parties with whom COMPANY has written agreements, except as authorized under perform any covenant of Buying Parties contained in this Agreement, provided and Buying Parties have failed, within five (5) Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Selling Parties of Buying Parties’ ability to remedy such inaccuracy or perform such covenant; provided, that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s Selling Parties shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for under this Section 9.1(f) if any of the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test Selling Parties is in material breach of this Agreement and grounds for cancellation at the time Selling Parties gives such notice; (g) By Buying Parties, by written notice to Selling Parties, if there is any inaccuracy of this Agreement. f. This Agreement may any representation or warranty of Selling Parties contained in Sections 5.1 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Selling Parties contained in any way breaching this Agreement, LESSEE and Selling Parties have failed, within five (5) Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buying Parties of Selling Parties ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 9.1(g) if either of Buying Parties’ is in material breach of this Agreement at the time it gives such notice; and (h) By Selling Parties, upon written notice to LESSEEBuying Parties, if Hightimes fails to complete its Initial Planned Stock Market Listing and go public within twelve (12) months of the Effective Date. Upon a Notice of Termination served on Higtimes, Hightimes, the Company Shareholdersshall Transfer their Two Million Seven Hundred Thousand (2,700,000) shares of Hightimes Common Stock back to Hightimes in exchange for the Company Shares which Hightimes shall Transfer back to the Company Shareholders. In such event all of the Transactions contemplated by this Agreement shall be rescinded; provided, that in the event of Termination under this Section, the Company Shareholders shall not be required to return the cash consideration previously paid to it by Buyer under Section 3.1(b), above.

Conditions of Termination. a. COMPANY (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may terminate be terminated, and the transactions contemplated hereby may be abandoned, at any time before completion of the Closing, (i) by mutual consent of the Seller and REI, or (ii) by either REI or the Seller if all conditions to Closing contained in this Purchase Agreement have been satisfied on or prior to the Closing Date (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the Closing), and the Closing shall not have occurred on such date, or (iii) by either REI or the Seller if any condition to Closing (other than those set forth in Section 9.05 and those that by their terms are to be satisfied at the Closing) has not been satisfied on or prior to the Closing Date, and the Closing shall not have occurred by June 3, 1999; provided, however, that this Purchase Agreement may not be terminated by a party if the failure of the Closing to occur by such date is due to the breach of any provision hereof by such party. (b) This Purchase Agreement may, by notice given in the event LESSEE breaches manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (i) by the Seller if there has been a material misrepresentation in Article VI hereof by REI or a material default or breach by REI with respect to REI, due and timely performance of any of REI, covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have been cured within ten (10) days after receipt by REI of notice specifying particularly such misrepresentation, default, or breach; or (ii) by the Seller if the Seller accepts an unsolicited proposal from a third party for purchase of the Shares; or (iii) by REI if there has been a material misrepresentation in Article V hereof by the Seller or a material default or breach by the Seller with respect to the Seller's due and timely performance of any of the terms, obligation, or provisions of Seller's covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s breach shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time have been cured within ten (10) days after receipt by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Seller of harm to passengers notice specifying particularly such misrepresentation, default or othersbreach. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or by Buyer, by written notice to Seller, on or after the date that is thirty (30) days after the entry of the Bankruptcy Sale Order and (i) from which no appeal has not been performing filed, or (ii) if appealed, no stay has been issued and the Buyer is decreed to be a good faith purchaser pursuant to Bankruptcy Code section 365(m) (the terms “Termination Date”), subject, however, to extension by the mutual written consent of this AgreementSeller and Buyer, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate if the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s Closing shall not waive COMPANY’s have occurred on or prior to the Termination Date; provided, however that a party shall not have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use under this Section 8.1(b) if Seller (in case of controlled substances, termination by Seller) or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test Buyer (in case of termination by Buyer) is then in material breach of this Agreement and grounds or has been responsible for cancellation of this Agreement.materially delaying the Closing; f. This Agreement may be cancelled at (c) By Seller, by written notice to Buyer, or by Buyer, by written notice to Seller, if any time injunction (including an injunction issued by the COMPANY if COMPANY has a good faith belief that LESSEE may present Bankruptcy Court or District Court based upon an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breachedappeal from the Bankruptcy Sale Order), other order, or is proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by this agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in a material failure to perform any way breaching covenant of Buyer contained in this Agreement, LESSEE and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that Seller shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(d) if Seller is in material breach of this Agreement at the txxx Xxxxxx gives such notice; (e) By Buyer, by written notice to LESSEESeller, if Buyer has previously provided Seller with written notice of any inaccuracy of any representation or warranty of Seller contained in Section 4.1 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Seller contained in this Agreement, and Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to Seller, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court within five Business Days after the Execution Date, (ii) the Bidding Procedures Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court within 15 days of the Execution Date or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court within 65 days of the Execution Date; (g) Automatically, if Seller enters into a definitive written agreement providing for an Alternative Transaction (including an Alternative Transaction that is for less than all of the Supermarkets) pursuant to the Bidding Procedures Order subject, however, to Buyer’s rights to the Break-Up Fee as provided for in Section 10 hereunder and the Bidding Procedures Order; or (h) By Buyer, by written notice to Seller delivered within Five Business Days after Seller has provided written notice to Buyer of the suffering of damage to the Acquired Assets which is in excess of $100,000 occurs prior to the Closing Date; provided, that if damage or casualty to Acquired Assets exceeding $100,000 occurs, Buyer shall have the option in lieu of terminating this Agreement, which option shall be exercisable by Buyer in its sole discretion in writing delivered to Seller not less than one Business Day prior to the Closing, to reduce Total Consideration otherwise payable by Buyer by the amount that such damage or casualty exceeds $100,000.

Conditions of Termination. a. COMPANY 14.1. Events of Default include each or any of the following events: FOR BUYER: 1) if the Seller fails to adequately obtain financing for the project by a ‘’specified date’’, 2) if the Seller fails to achieve commercial operation of the Facility by a ‘’specified deadline’’, 3) if the Seller abandons the operation of the Facility, 4) if the Seller breaches its obligations under the PPA, 5) if the Seller fails to subscribe for, maintain in effect, renew or provide notice to NAWEC in respect of any insurance policy required under the PPA, 6) where events occur relating to the voluntary liquidation, mandatory liquidation of the Seller or the transfer of the Seller’s right to own or operate the Facility, 7) where the Seller is dissolved or declared bankrupt, or if any statement, representation or warranty by the Seller in the PPA proves to be incorrect in any material respect and which may have a adverse effect on the Seller’s ability to perform its obligations under the PPA FOR THE SELLER: 1) the dissolution, pursuant to the law, of NAWEC occurs, except for instances of privatization, amalgamation, unbundling or reorganisation, 2) any material breach by NAWEC, including any failure to make payments when due, that is not remedied within a specific time period (for example, thirty days) after notice from the Seller, or 3) repudiation by NAWEC of the PPA. (i) In the event that either party shall be in material default of its obligations under this contract for a period in excess of ninety (90) days, and such failure shall not be rectified or treated within sixty (60) days after written notice thereof from the non-defaulting Party; (ii) Undue delay in the completion of the Facility for reasons solely imputable to the Seller shall entitle the Buyer to terminate this Agreement in the event LESSEE breaches without prejudice to any of the termsoutstanding payments and other rights, obligation, and such failure shall not be rectified or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(streated within ninety (90) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ days after written notice thereof; (iii) The Seller fails to COMPANY. LESSEE agrees that install and operate all the plant and equipment specified in Schedule A; (iv) The occurrence of a Bankruptcy Event affecting either party (v) If Force Majeure shall subsist for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate three (3) months or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.more;

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing Date: (a) by mutual written agreement of the parties.Seller and the Buyer; c. LESSEE may termination this agreement without cause at (b) by either the Buyer or the Seller if any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for Governmental Entity having competent jurisdiction has issued a period of ____ days from LESSEE’s notice that LESSEE intends to terminate final, non-appealable order, decree, ruling or cancel this agreementinjunction (other than a temporary restraining order) or taken any other action permanently restraining, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under enjoining or otherwise prohibiting the transactions contemplated by this Agreement, ; provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement pursuant to this Section 10.1(b) shall not be available to any Party whose failure to comply with its obligations under this Agreement has been the primary cause of such order, decree, ruling, injunction or other action; (c) by the Seller if the Closing has not occurred on or before December 15, 2014 (such date, as herein adjusted pursuant to the terms hereof, the “Buyer Outside Date”) or such later date as the Parties may agree upon in writing; provided that the right to terminate this Agreement pursuant to this Section 10.1(c) shall not be available to the Seller if its failure to comply with its obligations under this Agreement or any Other Purchase Agreement has been the primary cause of the failure of the Closing to occur by such date; provided, further, that (i) the Buyer may elect to extend the Buyer Outside Date until January 15, 2015 (such date, the “Buyer Extended Outside Date”) by providing written notice to the Seller and delivering a cash payment in the amount of Two Million Nine Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($2,918,750) to the Escrow Agent prior to December 15, 2014, and (ii) if the Closing has not occurred on or before the Buyer Extended Outside Date, Buyer may elect to extend the Buyer Outside Date until January 31, 2015 by providing written notice to the Seller and delivering an additional cash payment in the amount of Two Million Nine Hundred Eighteen Thousand Seven Hundred Fifty Dollars ($2,918,750) to the Escrow Agent prior to the Buyer Extended Outside Date, in each case with such cash payment becoming part of the Deposit pursuant to, and to be held in accordance with, Section 3.2; provided, further, that, the Buyer Outside Date shall only be so extended if each of the Other Purchase Agreements shall also remain in full force and effect during the period of such extension. e. LESSEE agrees (d) by either the Buyer or the Seller if the Closing has not occurred on or before January 31, 2015 (the “Outside Date”) or such later date as the Parties may agree upon in writing; provided that the right to terminate this Agreement pursuant to this Section 10.1(d) shall not be available to any Party whose failure to comply with its obligations under this Agreement or any Other Purchase Agreement has been the primary cause of the failure of the Closing to occur by such date; (e) by the Buyer, in the event of any breach by the Seller of any of its representations, warranties, covenants or agreements contained herein, which breach would result in the failure to satisfy any of the conditions set forth in Section 9.2 or Section 9.3, and in each case, the failure of the Seller to cure such breach (if capable of cure) within fifteen (15) days after receipt of notice from the Buyer requesting such breach to be tested cured; provided that the right to terminate this agreement pursuant to this Section 10.1(e) shall not be available to the Buyer at any time that the Buyer is in material breach of any of the Buyer’s representations, warranties, covenants or agreements contained herein or any Other Purchase Agreement; and (f) by the Seller, in the event of any breach by the Buyer of any of the Buyer’s representations, warranties, covenants or agreements contained herein, which breach would result in the failure to satisfy any of the conditions set forth in Section 8.2 or Section 8.3, and in each case, the failure of the Buyer to cure such breach (if capable of cure) within fifteen (15) days after receipt of notice the Seller requesting such breach to be cured; provided that the right to terminate this agreement pursuant to this Section 10.1(f) shall not be available to the Seller at any time the Seller is in material breach of any of the Seller’s representations, warranties, covenants or agreements contained herein or any Other Purchase Agreement. (g) In addition, and notwithstanding anything to the contrary contained herein, the termination of any Other Purchase Agreement by any Party (or its Affiliate) for any reason pursuant to the illegal use of controlled substances, or for blood alcohol level. LESSEE may terms thereof shall be tested on deemed a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach termination of this Agreement by such Party for the same such reason and grounds for cancellation this Agreement shall terminate automatically without any further action of the Parties, with the effects of such termination to be governed by Section 10.2 as if this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise were terminated pursuant to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factssame provision under which the Other Purchase Agreement was initially terminated. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. ‎Section 7.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual consent of Sellers and Buyer; (b) By Sellers, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, if Sellers have provided Buyer with notice of any material inaccuracy of any representation or warranty contained in ‎Section 4.2, or of a material failure to perform any covenant or obligation of Buyer contained in this Agreement or any Ancillary Agreement to which Buyer is party, and Buyer has failed, within ten (10) Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Sellers of Buyer’s ability to remedy such inaccuracy or perform such covenant or obligation; provided, however, that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE Sellers will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for have the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is under this ‎Section 7.1(b) if Sellers are then in material breach of this Agreement; (c) By Sellers, if the Bankruptcy Court dismisses Sellers’ Chapter 11 cases or converts the Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code; if the Bankruptcy Court confirms a Chapter 11 plan in Sellers’ Chapter 11 cases; or if the Bankruptcy Court appoints a Chapter 11 trustee or an examiner with expanded powers; (d) By Buyer, by notice to Sellers, if Buyer has previously provided Sellers with notice of any material inaccuracy of any representation or warranty of Sellers contained in ‎Section 4.1 or a material failure to perform any covenant or obligation of Sellers contained in this Agreement or any Ancillary Agreement to which Sellers are party, and grounds for cancellation Sellers have failed, within ten (10) Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Sellers’ ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer will not have the right to terminate this Agreement under this ‎Section 7.1(d) if Buyer is then in material breach of this Agreement.; f. This Agreement may be cancelled at (e) By any time party by giving written notice to the COMPANY other parties if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm the Closing shall not have occurred on or prior to passengers or others. g. LESSEE agrees the Outside Date; provided, however, that if LESSEE believes the Closing shall not have occurred on or contends COMPANY has breachedbefore the Outside Date due to a material breach of any representations, warranties, covenants or is agreements contained in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement by Buyer or Sellers, then the breaching party may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without pursuant to this ‎Section 7.1(e); (f) Automatically, upon the issuance of a final and non-appealable order, decree, or ruling by a Governmental Authority to permanently restrain, enjoin or otherwise prohibit the Closing; or (g) By Buyer, by notice to LESSEE.Seller, if (i) if any of the Sellers files (y) any motion with the Bankruptcy Court seeking an order approving, or (z) any plan involving, any 12368957v1

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Seller and the Buyer; c. LESSEE may termination (b) By the Buyer if the Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not cured such breach within ten (10) Business Days after written notice to COMPANY. LESSEE agrees the Seller (provided, that for a period the Buyer is not then in material breach of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 11.1 or Section 11.2 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within ten (10) Business Days after written notice to the Buyer (provided, that the Seller is not then in material breach of the terms of this Agreement, and provided, further, that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 10.1 or Section 10.2 hereof, as the case may be, will not be satisfied; (d) By the Seller or the Buyer if: (i) there shall be a final, non-appealable order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyer if the Closing shall not waive COMPANY’s have been consummated by June 30, 2002, provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 12.1(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been both willful and the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 9.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, or by Buyer, by written notice to Seller, if any injunction, other order, or proceedings/investigations instituted by any Governmental Authorities that for a period would delay, impair or otherwise hinder the Closing of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel the transactions contemplated by this agreement, LESSEE will not operate restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) has used its commercially reasonable efforts to remove such injunction or other order; (c) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 5.2 which inaccuracy could reasonably be expected to result in a vehicle that could compete material failure to service parties with whom COMPANY has written agreements, except as authorized under perform any covenant of Buying Parties contained in this Agreement, provided and Buying Parties have failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buying Parties’ ability to remedy such inaccuracy or perform such covenant; provided, that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s Seller shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use under this Section 9.1(c) if either of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test Selling Parties is in material breach of this Agreement and grounds for cancellation at the txxx Xxxxxx gives such notice; (d) By Buyer, by written notice to Seller, if Buyer has previously provided Selling Parties with written notice of this Agreement. f. This Agreement may any inaccuracy of any representation or warranty of Selling Parties contained in Sections 5.1 or 5.2 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Seller contained in any way breaching this Agreement, LESSEE and Selling Parties have failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Selling Parties’ ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEEunder this Section 9.1(d) if either of Buying Parties’ is in material breach of this Agreement at the time it gives such notice; and (e) By the Seller or the Buyer in accordance with Section 8.3.

Conditions of Termination. a. COMPANY (a) Notwithstanding anything to the contrary contained herein, this Purchase Agreement may terminate be terminated, and the transactions contemplated hereby may be abandoned, at any time before completion of the Closing, (i) by mutual consent of the Seller and REI, or (ii) by either REI or the Seller if all conditions to Closing contained in this Purchase Agreement have been satisfied on or prior to the Closing Date (other than those set forth in SECTION 9.05 and those that by their terms are to be satisfied at the Closing), and the Closing shall not have occurred on such date, or (iii) by either REI or the Seller if any condition to Closing (other than those set forth in SECTION 9.05 and those that by their terms are to be satisfied at the Closing) has not been satisfied on or prior to the Closing Date, and the Closing shall not have occurred by June 3, 1999; provided, however, that this Purchase Agreement may not be terminated by a party if the failure of the Closing to occur by such date is due to the breach of any provision hereof by such party. (b) This Purchase Agreement may, by notice given in the event LESSEE breaches manner hereinafter provided, be terminated and abandoned at any time prior to completion of the Closing: (i) by the Seller if there has been a material misrepresentation in ARTICLE VI hereof by REI or a material default or breach by REI with respect to REI, due and timely performance of any of REI, covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default, or breach shall not have been cured within ten (10) days after receipt by REI of notice specifying particularly such misrepresentation, default, or breach; or (ii) by the Seller if the Seller accepts an unsolicited proposal from a third party for purchase of the Shares; or (iii) by REI if there has been a material misrepresentation in ARTICLE V hereof by the Seller or a material default or breach by the Seller with respect to the Seller's due and timely performance of any of the terms, obligation, or provisions of Seller's covenants and agreements contained in this Purchase Agreement, and such misrepresentation, default or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s breach shall not waive COMPANY’s right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time have been cured within ten (10) days after receipt by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Seller of harm to passengers notice specifying particularly such misrepresentation, default or othersbreach. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement consent of the parties.Sellers’ Representative and the Buyer; c. LESSEE may termination (b) By the Buyer, if any Seller has breached any representation, warranty, covenant or agreement contained in this agreement without cause at any time upon ____ days’ Agreement and has not cured such breach within ten Business Days after written notice to COMPANY. LESSEE agrees the Sellers (provided, that for a period the Buyer is not then in material breach of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY and provided further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 13.1 or Section 13.3 hereof, as the case may be, will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Sellers’ Representative if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within ten Business Days after written notice to the Buyer (provided, that the Sellers are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a period breach which by its nature cannot be cured) such that the conditions set forth in Section 13.1 or Section 13.2 hereof, as the case may be, will not be satisfied; (d) By the Sellers’ Representative or the Buyer if: (i) there shall be a final, non-appealable Order preventing consummation of time sufficient the transactions contemplated hereby; or (ii) there shall be any final action taken, or any statute, rale, regulation or order enacted, promulgated or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity which would make consummation of the transactions contemplated hereby illegal; (e) By the Sellers’ Representative or the Buyer if the Closing shall not waive COMPANY’s have been consummated by December 26, 2006; provided that the Buyer or the Sellers’ Representative may extend such date by one (1) additional month if the condition set forth in Section 13.1(b) is the only condition remaining to be satisfied on such date (other than those conditions that are only capable of being satisfied on the Closing) and such party reasonably believes in good faith that such condition is likely to be satisfied within such additional one-month period; and provided further that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 14.1(e) shall not be available to be tested for any party whose failure to fulfill any material obligation under this Agreement has been both willful and the illegal use of controlled substancescause of, or for blood alcohol level. LESSEE may be tested resulted in, the failure of the Closing to occur on a random, volunteer, “reason to believe”, or postbefore such date; or (f) By Sellers’ Representative if Substitute Financing is not obtained within twenty-accident basis. Refusal to test is breach five (25) days from the date of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts event giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, need for all purposes, any breach based upon those factsSubstitute Financing. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees Buyer, on or after the date that for a period of ____ is thirty (30) calendar days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreementafter the Effective Date (the “Warranty Termination Date”), LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for if the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 9.1(a) has not been performing pursuant to the terms of this Agreementsatisfied or waived; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s however, that Seller shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test under this Section 10.1(b) if Seller is then in material breach of this Agreement; (c) By Seller, by notice to Buyer, if Seller has previously provided Buyer with written notice of Buyer’s failure to perform any material covenant of Buyer contained in this Agreement and grounds for cancellation Buyer has failed within five (5) days after such notice to perform such covenant; provided, however, that Seller shall not have the right to terminate this Agreement under this Section 10.1(c) if Seller is then in material breach of this Agreement.; f. This Agreement may be cancelled at any time (d) By Seller, by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does Buyer, on or after the date that is thirty (30) calendar days after the Effective Date (the “Approval Termination Date”), if any condition contained in Section 9.1(c) or Section 9.1(d) has not operate been satisfied or waived; provided, however, that Seller shall not have the Vehicle under this Agreement for a period of 30 days, COMPANY may right to terminate this Agreement without under this Section 10.1(d) if Seller is then in material breach of this Agreement; (e) By Buyer, by notice to LESSEESeller, on or after the Warranty Termination Date, if the condition contained in Section 9.2(a) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Seller, if Buyer has previously provided Seller with written notice of a failure to perform any material covenant of Seller contained in this Agreement and Seller has failed within five (5) days after such notice to perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by notice to Seller, after the Approval Termination Date, if any condition contained in Section 9.2(c) or Section 9.2(d) has not been satisfied or waived; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 10.1(g) if Buyer is then in material breach of this Agreement; (h) By Buyer, by notice to Seller, or by Seller, by notice to Buyer, if the Bankruptcy Court enters an Order dismissing or converting the Bankruptcy Case into a case under Chapter 7 of the Bankruptcy Code, 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, or the occurrence of any of the foregoing; (i) By Seller, five (5) Business Days after notice to Buyer, if the Bankruptcy Court has not entered the Sale Order by the date that is 60 calendar days after the Petition Date; and (j) Automatically, upon the earlier of (i) Seller consummating an Alternative Transaction, and (ii) sixty (60) days following the date upon which the Bankruptcy Court issues a Final Order approving an Alternative Transaction.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Seller and Buyer; (b) By Seller, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or by Buyer, by written notice to Seller, on or after the date that is thirty (30) days after the entry of the Bankruptcy Sale Order and (i) from which no appeal has not been performing filed, or (ii) if appealed, no stay has been issued and the Buyer is decreed to be a good faith purchaser pursuant to Bankruptcy Code section 365(m) (the terms “Termination Date”), subject, however, to extension by the mutual written consent of this AgreementSeller and Buyer, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate if the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s Closing shall not waive COMPANY’s have occurred on or prior to the Termination Date; provided, however that a party shall not have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use under this Section 8.1(b) if Seller (in case of controlled substances, termination by Seller) or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test Buyer (in case of termination by Buyer) is then in material breach of this Agreement and grounds or has been responsible for cancellation of this Agreement.materially delaying the Closing; f. This Agreement may be cancelled at (c) By Seller, by written notice to Buyer, or by Buyer, by written notice to Seller, if any time injunction (including an injunction issued by the COMPANY if COMPANY has a good faith belief that LESSEE may present Bankruptcy Court or District Court based upon an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breachedappeal from the Bankruptcy Sale Order), other order, or is proceedings/investigations instituted by any governmental agencies or departments that would delay, impair or otherwise hinder the Closing of the transactions contemplated by this agreement, restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By Seller, by written notice to Buyer, if Seller has previously provided Buyer with written notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in a material failure to perform any way breaching covenant of Buyer contained in this Agreement, LESSEE and Buyer has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Seller of Buyer’s ability to remedy such inaccuracy or perform such covenant; provided, that Seller shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without under this Section 8.1(d) if Seller is in material breach of this Agreement at the xxxx Xxxxxx gives such notice; (e) By Buyer, by written notice to LESSEESeller, if Buyer has previously provided Seller with written notice of any inaccuracy of any representation or warranty of Seller contained in Section 4.1 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any covenant of Seller contained in this Agreement, and Seller has failed, within five Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Seller’s ability to remedy such inaccuracy or perform such covenant; provided, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if Buyer is in material breach of this Agreement at the time it gives such notice; (f) By Buyer, by written notice to Seller, if (i) the Sale Motion is not filed with the Bankruptcy Court within five Business Days after the Execution Date, or (iii) the Bankruptcy Sale Order in form and substance acceptable to Buyer is not entered by the Bankruptcy Court within 65 days of the Execution Date; (g) By Buyer, by written notice to Seller delivered within Five Business Days after Seller has provided written notice to Buyer of the suffering of damage to the Acquired Assets which in the aggregate is in excess of $500,000.00 occurs prior to the Closing Date; provided, that if damage or casualty to Acquired Assets exceeding $500,000 in the aggregate occurs, Buyer shall have the option in lieu of terminating this Agreement, which option shall be exercisable by Buyer in its sole discretion in writing delivered to Seller not less than one Business Day prior to the Closing, to reduce Total Consideration otherwise payable by Buyer by the amount that such damage or casualty consistent with Section 2.1 above. (h) By Buyer, in the event that it is a party to a joint bid for the acquisition of the Debtor’s assets, which includes the Supermarkets, which joint bid is accepted by the Debtor and approved by the Bankruptcy Court (“Buyer’s Alternate Joint Bid”).

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 8.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Parent, ISG and Buyer; (b) By Parent by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will notBuyer, or has by Buyer by notice to Parent, on or after the date that is six months after the Execution Date (the "Termination Date"), if the Closing shall not been performing pursuant have occurred on or prior to the terms of this AgreementTermination Date; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for however, that a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s party shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use under this Section 8.1(b) if any Seller (in case of controlled substances, termination by Parent) or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, Buyer or post-accident basis. Refusal to test ISG (in case of termination by Buyer) is then in material breach of this Agreement; (c) By Parent by notice to Buyer, or by Buyer by notice to Parent, if any injunction or other order contemplated by Section 7.1(d) and Section 7.2(d) shall have become effective; provided, however, that the party seeking to terminate this Agreement pursuant to this (d) By Parent, by notice to Buyer, if Parent has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 or Section 4.3, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, an ISG Material Adverse Effect, or a material failure to perform any covenant of ISG or Buyer contained in this Agreement or any Ancillary Agreement to which ISG or Buyer is party, and grounds for cancellation ISG or Buyer, as applicable, has failed, within 10 days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Parent of ISG's or Buyer's ability, as applicable, to remedy such inaccuracy or perform such covenant; provided, however, that Parent shall not have the right to terminate this Agreement under this Section 8.1(d) if any Seller is then in material breach of this Agreement; (e) By Buyer, by notice to Parent, if Buyer has previously provided Parent with notice of any inaccuracy of any representation or warranty of Sellers contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Seller Material Adverse Effect, or a material failure to perform any covenant of Sellers contained in this Agreement or any Ancillary Agreement to which any Seller is party, and Sellers have failed, within 10 days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of Sellers' ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(e) if ISG or Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to Parent, if any event, fact or circumstance identified in Section 7.2(f) or Section 7.2(g) shall have occurred; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if ISG or Buyer is then in material breach of this Agreement. f. This Agreement may be cancelled at any time (g) By Buyer, by notice to Parent, if (i) the Bidding Procedures and Sale Motion is not filed with the Bankruptcy Court on the Execution Date or within two Business Days after the Execution Date, (ii) the Bidding Procedures Order (in the form attached as Exhibit C or in other form satisfactory to Buyer) is not entered by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk Bankruptcy Court within 25 days of harm the Execution Date or (iii) the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory to passengers or othersBuyer) is not entered by the Bankruptcy Court within 60 days of the Execution Date. g. LESSEE agrees that (h) Automatically, if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those factsSellers consummate an Alternative Transaction. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.

Conditions of Termination. a. COMPANY may terminate this Agreement in Employee understands and agrees that cause for termination of employment hereunder includes, but is not limited to the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(sfollowing: (A) “ ”. b. This Agreement may be terminated at At any time by mutual agreement in writing between Employer and Employee. (B) Upon the occurrence of any of the partiesfollowing, Employer in its sole discretion may elect to terminate Employee's employment hereunder: (i) at the loss or the suspension of the right to conduct the practice of medicine by Employee, or the loss, or suspension of any right or privilege necessary or incident thereto, or (ii) the loss, suspension, or limitation of Employee's Controlled Substance license, or (iii) if Employee performs any negligent or intentional act which directly or indirectly damages the reputation or property of Employer. c. LESSEE may termination (C) At the death of Employee, provided however, that the provisions of this agreement without cause at any time Agreement regarding Employee's death shall be performed by the Employer. (D) At the option of the Employer, upon ____ days’ thirty (30) days prior written notice for "good cause", which shall mean failure of Employee to COMPANY. LESSEE agrees that for a period provide the agreed duties hereunder or willful violation by Employee of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to of the terms of this Agreement. (E) Upon a party hereto failing to perform and cure any covenant or condition hereunder within thirty (30) days after written notice and demand, COMPANY the non-defaulting party may terminate Employee's employment hereunder. (as an alternative to immediate cancellationF) temporarily revoke LESSEE’s right to operate Upon the Vehicle under this Agreement bankruptcy, insolvency or assignment for a period the benefit of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s shall not waive COMPANY’s right the creditors of Employer, or any other type of voluntary or involuntary creditors proceeding involving the property of Employer, Employee may elect to terminate this Agreement as herein providedEmployee's employment hereunder. e. LESSEE agrees (G) Upon Employee's failure to be tested for satisfactorily comply with accepted standards of medical practice and professional conduct, Employer, in its sole discretion, may elect to terminate Employee's employment hereunder. (H) If Employee engages in the illegal use abuse of controlled drugs, intoxicants or other mood-altering substances or if Employee treats or attempts to treat a patient while under the influence of drugs, intoxicants or other mood-altering substances, or for blood alcohol level. LESSEE Employer, in its sole discretion, may be tested on a random, volunteer, “reason elect to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreementterminate Employee's employment hereunder. f. This Agreement (I) Upon thirty days notice, Employer, in its sole discretion, may be cancelled at any time by the COMPANY elect to terminate Employee's employment hereunder if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee Employee does not operate satisfy the Vehicle under this Agreement for a period credentialing requirements of 30 days, COMPANY may terminate this Agreement without notice to LESSEEthe managed care and other plans with which Employer participates.

Conditions of Termination. a. COMPANY may terminate this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time before the Closing: (a) By mutual written consent of Sellers and Buyer; (b) By Sellers, by mutual agreement of the parties. c. LESSEE may termination this agreement without cause at any time upon ____ days’ written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate Buyer, on or cancel this agreementafter February 1, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements2007 (the “Warranty Termination Date”), except as authorized under this Agreement, provided that this restriction will not prevent LESSEE from providing ground transportation services for if the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or condition contained in Section 7.1(a) has not been performing pursuant to the terms of this Agreementsatisfied or waived; provided, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s however, that Sellers shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test is under this Section 8.1(b) if Sellers are then in material breach of this Agreement; (c) By Sellers, by notice to Buyer, if Sellers have previously provided Buyer with written notice of Buyer’s failure to perform any material covenant of Buyer contained in this Agreement or any Ancillary Agreement and grounds for cancellation Buyer has failed within ten (10) days after such notice to perform such covenant or provide adequate assurance to Sellers of Buyer’s ability to perform such covenant; provided, however, that Sellers shall not have the right to terminate this Agreement under this Section 8.1(c) if Sellers are then in material breach of this Agreement.; f. This Agreement may be cancelled at any time (d) By Sellers, by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE.Buyer, on or after December 31, 2006 (the “Approval Termination Date”), if any condition contained in Section 7.1(c) has not been satisfied or waived; i. If Lessee does (e) By Buyer, by notice to Sellers, on or after the Warranty Termination Date, if the condition contained in Section 7.2(a) has not operate been satisfied or waived; provided, however, that Buyer shall not have the Vehicle under this Agreement for a period of 30 days, COMPANY may right to terminate this Agreement without under this Section 8.1(e) if Buyer is then in material breach of this Agreement; (f) By Buyer, by notice to LESSEESellers, if Buyer has previously provided Sellers with written notice of a failure to perform any material covenant of Sellers contained in this Agreement or any Ancillary Agreement and Sellers have failed within ten (10) days after such notice to perform such covenant or provide adequate assurance to Buyer of Sellers’ ability to perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement under this Section 8.1(f) if Buyer is then in material breach of this Agreement; (g) By Buyer, by notice to Sellers, on or after the Approval Termination Date, if any condition contained in Section 7.2(c) has not been satisfied or waived; and (h) Automatically, upon the Sellers' Board of Directors having approved proceeding with an Alternative Transaction.

Conditions of Termination. a. COMPANY may terminate Notwithstanding anything to the contrary contained herein, this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. This Agreement may be terminated at any time by before the Closing: (a) By mutual agreement written consent of the parties.Seller and the Buyers; c. LESSEE may termination (b) By the Buyers, if the Seller has materially breached any representation, warranty, covenant, or agreement contained in this agreement without cause at any time upon ____ days’ Agreement, and has not, in the case of a breach of a covenant or agreement, cured such breach within fifteen (15) days after written notice to COMPANY. LESSEE agrees that for a period of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel this agreement, LESSEE will not operate a vehicle that could compete to service parties with whom COMPANY has written agreements, except as authorized under this Agreement, the Seller (provided that this restriction will no Buyer is not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to then in material breach of the terms of this AgreementAgreement and provided, COMPANY may further, that no cure period shall be required for a breach that by its nature cannot be cured) such that the conditions set forth in Article IX hereof will not be satisfied; (as an alternative to immediate cancellationc) temporarily revoke LESSEE’s right to operate By the Vehicle under Seller, if any Buyer has materially breached any representation, warranty, covenant, or agreement contained in this Agreement and has not, in the case of a breach of a covenant or agreement, cured such breach within fifteen (15) days after written notice to the Buyers (provided that the Seller is not then in material breach of the terms of this Agreement and provided, further, that no cure period shall be required for a period breach that by its nature cannot be cured) such that the conditions set forth in Article VIII will not be satisfied; (d) By the Seller or the Buyers if: (i) there shall be a final, nonappealable Order of time sufficient a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final action taken or any Law, statute, rule, regulation, or Order enacted, promulgated, or issued or deemed applicable to investigate COMPANY’s belief. Such temporary revocation the transactions contemplated hereby by COMPANY’s any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) By the Seller or the Buyers if the Closing shall not waive COMPANY’s have been consummated by January 31, 2014, for any reason, provided that the right to terminate this Agreement as herein provided. e. LESSEE agrees under this Section 12.01(e) shall not be available to be tested for the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason any Party whose failure to believe”, or post-accident basis. Refusal to test is breach of this Agreement and grounds for cancellation of this Agreement. f. This Agreement may be cancelled at fulfill any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is in any way breaching this Agreement, LESSEE shall immediately notify COMPANY in writing the facts giving rise to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle material obligation under this Agreement for a period has been the cause of, or resulted in, the failure of 30 days, COMPANY may terminate this Agreement without notice the Closing to LESSEEoccur on or before such date.

Conditions of Termination. a. COMPANY This Agreement may terminate be terminated only in accordance with this Agreement in the event LESSEE breaches any of the terms, obligation, or provisions of this Agreement, or ceases to operate the Vehicle under the trade name(s) “ ”. b. Section 9.1. This Agreement may be terminated at any time before the Closing as follows: (a) By mutual written consent of Shareholders and Hightimes; (b) If the conditions precedent in Section 8.1 are not fulfilled or waived by mutual agreement of April 30, 2021 (or such later date agreed by Hightimes and the parties. c. LESSEE Shareholders) then the Selling Parties may termination terminate this agreement without cause at any time upon ____ days’ Agreement by providing written notice to COMPANY. LESSEE agrees Hightimes. (c) If the conditions precedent in Section 8.2 are not fulfilled or waived by April 30, 2021 (or such later date agreed by Hightimes and the Shareholders) then Hightimes may terminate this Agreement by providing written notice to the Shareholders. (d) Hightimes may terminate this Agreement if there shall occur and be continuing any Material Adverse Effect prior to the Closing Date. (e) By Selling Parties, by written notice to Hightimes, by written notice to Selling Parties, if any injunction, other order, or proceedings/investigations instituted by any Governmental Authorities that for a period would delay, impair or otherwise hinder the Closing of ____ days from LESSEE’s notice that LESSEE intends to terminate or cancel the transactions contemplated by this agreement, LESSEE will not operate restricting the transactions contemplated by this Agreement shall have become effective; provided, however that the Party seeking to terminate this Agreement pursuant to this Section 9.1(e) has used its commercially reasonable efforts to remove such injunction or other order; (f) By Selling Parties, by written notice to Hightimes if there is the inaccuracy of any representation or warranty contained in Section 5.2 which inaccuracy could reasonably be expected to result in a vehicle that could compete material failure to service parties with whom COMPANY has written agreements, except as authorized under perform any covenant of Hightimes contained in this Agreement, provided and Hightimes have failed, within five (5) Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Selling Parties of Hightimes’ ability to remedy such inaccuracy or perform such covenant; provided, that this restriction will not prevent LESSEE from providing ground transportation services for the general public. d. If at any time COMPANY believes LESSEE cannot, will not, or has not been performing pursuant to the terms of this Agreement, COMPANY may (as an alternative to immediate cancellation) temporarily revoke LESSEE’s right to operate the Vehicle under this Agreement for a period of time sufficient to investigate COMPANY’s belief. Such temporary revocation by COMPANY’s Selling Parties shall not waive COMPANY’s have the right to terminate this Agreement as herein provided. e. LESSEE agrees to be tested for under this Section 9.1(f) if any of the illegal use of controlled substances, or for blood alcohol level. LESSEE may be tested on a random, volunteer, “reason to believe”, or post-accident basis. Refusal to test Selling Parties is in material breach of this Agreement and grounds for cancellation at the time Selling Parties gives such notice; (g) By Hightimes, by written notice to Selling Parties, if there is any inaccuracy of this Agreement. f. This Agreement may any representation or warranty of Selling Parties contained in Sections 5.1 which inaccuracy could reasonably be cancelled at expected to result in, individually or in the aggregate with the results of other inaccuracies, a material failure to perform any time by the COMPANY if COMPANY has a good faith belief that LESSEE may present an unreasonable risk covenant of harm to passengers or others. g. LESSEE agrees that if LESSEE believes or contends COMPANY has breached, or is Selling Parties contained in any way breaching this Agreement, LESSEE and Selling Parties have failed, within five (5) Business Days after receipt of such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Hightimes of Selling Parties ability to remedy such inaccuracy or perform such covenant; provided, that Hightimes shall immediately notify COMPANY in writing not have the facts giving rise right to the alleged breach. If written notice is not given within 30 days of LESSEE’s awareness of those facts, LESSEE waives, for all purposes, any breach based upon those facts. h. After the initial term, this Agreement may be cancelled by COMPANY, without cause, with 30 days notice to LESSEE. i. If Lessee does not operate the Vehicle under this Agreement for a period of 30 days, COMPANY may terminate this Agreement without notice to LESSEE.under this Section 9.1(g) if Hightimes is in material breach of this Agreement at the time it gives such notice; and