Common use of Methods of Termination Clause in Contracts

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by By either Purchaser Buyer or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or June 30, 2007 but any such later date as termination shall be subject to Article IX above if all conditions precedent to Buyer’s and Seller’s obligations have been mutually agreed to in writing by Purchaser and Sellersatisfied; (b) at At any time on or prior to the Effective Time Date by the mutual consent in writing of Purchaser Buyer and Seller (the “Termination Date”)Seller; (c) any On the Effective Date, by Buyer, in writing, if the obligations set forth in Article VII of this Agreement shall not have been met by Seller or waived in writing by Buyer; (d) On the Effective Date, by Seller, in writing, if the conditions set forth in Article VIII of this Agreement shall not have been met by Buyer or waived in writing by Seller; (e) Any time on or prior to the Effective TimeDate, by Purchaser Buyer or Seller in writing if the other shall have (i) been in breach of any representation and warranty the representations or warranties in any material respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if any such representation and or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in a breach of any covenant, undertaking covenant or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) Date; provided, however, that there shall be no cure period in connection with any breach of Section 6.2 hereof, so long as such breach by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver Buyer was not caused by any action or inaction of Seller; (ef) by By either Buyer or Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, denied approval of any application of either party Buyer for approval of the transactions contemplated herein; (f) by Purchaser herein or Seller, such application has been withdrawn after Buyer has in good faith met the event that an Order prohibiting or making illegal the consummation requirements of the transactions contemplated hereby is in effect and has become final and nonappealable;Section 6.2 hereof; or (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent In accordance with the proper exercise provisions of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.31.9 hereof.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, GIC and Dolce; b. By Dolce, upon a material breach of any representation, warranty, covenant or agreement on the part of GIC or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of GIC or the SHAREHOLDERS shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "GIC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By GIC, upon a material breach of any representation, warranty, covenant or agreement on the part of Dolce set forth in this Agreement, or, if any representation or warranty of Dolce shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "Dolce Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either Dolce or GIC, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser GIC or SellerDolce, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of Dolce or GIC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either GIC or Dolce if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or SellerBy the mutual written consent of Angelciti, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser Worldwide Management and SellerIChance; (b) at By IChance, upon a material breach of any time representation, warranty, covenant or agreement on the part of Worldwide Management and Angelciti set forth in this Agreement, or prior to if any representation or warranty of Worldwide Management or Angelciti shall become untrue, in either case such that any of the Effective Time conditions set forth in Article VI hereof would not be satisfied (a "Worldwide Management Breach"), and such breach shall, if capable of cure, have not been cured within ten (10) days after receipt by the mutual consent party in writing breach of Purchaser and Seller (a notice from the “Termination Date”)non-breaching party setting forth in detail the nature of such breach; (c) any time prior to the Effective TimeBy Angelciti and Worldwide Management, by Purchaser or Seller in writing if the other shall have (i) been in upon a material breach of any representation and warranty in any respect as would violate representation, warranty, covenant or agreement on the closing condition part of IChance set forth in Section 7.1 this Agreement, or, if any representation or Section 7.2warranty of IChance shall become untrue, as applicable (as if in either case such representation and warranty had been made on and as that any of the date conditions set forth in Article VII hereof and on the date of the notice of breach referred to belowwould not be satisfied (a "IChance Breach"), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has shall, if capable of cure, not have been cured within ten (10) days after receipt by the earlier party in breach of thirty (30) calendar days after a notice from the giving of notice to the non-breaching party setting forth in detail the nature of such breach or the Effective Timebreach; (d) By either Angelciti and Worldwide Management or IChance, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by Purchaserwritten notice of either Angelciti or IChance, immediately upon if the Texas Department Closing shall not have been consummated as a result of Banking (IChance, Angelciti or Worldwide Management having failed to receive all required regulatory approvals or consents with respect to this transaction or as the “Banking Department”result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(d) naming shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the FDIC as receiver cause of, or resulted in, the failure of Seller;the Closing to occur on or before this date. (e) by Seller By either Angelciti and Worldwide Management or Purchaser in writing at any time after any applicable IChance if a court of competent jurisdiction or governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of prior to the following waysClosing: (a) by either Purchaser or By mutual written agreement of the Parties; (b) By Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of January 13, 2014, provided that a default by Seller under this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to is not responsible for the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”)Closing not having occurred; (c) any time prior to By Purchaser, if the Effective TimeClosing has not occurred by January 13, 2014, provided that a default by Purchaser or Guarantor under this Agreement is not responsible for the Closing not having occurred; (d) By Seller in writing if the other Purchaser or Guarantor shall have (i) been in breach fail to perform any of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 their respective covenants or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on agreements contained herein required to be performed by them prior to the date of the notice of breach referred to below)such termination, or (ii) failed to performbreach any of their respective representations or warranties contained herein or if any such representations or warranties become inaccurate, in any material respect, any covenant, undertaking or obligation required each case so as to be performed prior cause a condition to the Closing Dateto be incapable of satisfaction, and the party seeking which failure, breach or inaccuracy is not cured within fifteen (15) days after Seller has notified Purchaser in writing of its intent to terminate the this Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice pursuant to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Sellerthis Section 11.01(d); (e) by Seller or By Purchaser in writing at if Seller shall (i) fail to perform any time of its covenants or agreements contained herein required to be performed by it prior to the date of such termination, or (ii) breach any of its representations or warranties contained herein or if any such representations or warranties become inaccurate, in each case so as to cause a condition to the Closing to be incapable of satisfaction, which failure, breach or inaccuracy is not cured within fifteen (15) days after any applicable regulatory authority Purchaser has denied, by final non-appealable order, approval notified Seller in writing of any application of either party for approval of the transactions contemplated herein;its intent to terminate this Agreement pursuant to this Section 11.01(e); or (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser writing pursuant to Section 5.15 6.01(b) or Section 8.36.01(c).

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of ARG Stockholders, ARG and DKII; b. By DKII, upon a material breach of any representation, warranty, covenant or agreement on the part of ARG or the ARG Stockholders set forth in this Agreement, or if any representation or warranty of ARG or the ARG Stockholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser c. By ARG or Sellerany ARG Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of DKII set forth in this Agreement, or, if any representation or warranty of DKII shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By any party, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser ARG or SellerDKII, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of DKII or ARG having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of the DED and MAMM; b. By MAMM, on a material breach on the part of the DED Companies or any of the following ways:DED Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of the DED Companies or any of the DED Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (a "DED Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by the DED Companies and the DED Shareholders of a written notice from MAMM setting forth in detail the nature of such DED Breach; (a) by either Purchaser or Sellerc. By DED, upon a material breach on the part of MAMM of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of MAMM shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "MAMM Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by MAMM of a written notice from DED setting forth in writing five (5) calendar days in advance detail the nature of such terminationMAMM Breach; d. By either MAMM or DED, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from consummated before March 11, 2011; provided, however, that this Agreement may be extended by written notice of either the Leased Asset Sale sufficient DED or MAMM if the Closing shall not have been consummated as a result of the DED Companies or MAMM having failed to consummate receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; or e. By either the DED or MAMM if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the Contemplated Transactions may be abandoned at any of the following waystime prior to Closing as follows: (a) by mutual written consent of Contributor and the Acquirer Parties; (b) by either Purchaser Contributor or Seller, upon notice in writing five (5) calendar days in advance of such terminationthe Acquirer Parties, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller before December 31, 2015 (the “Termination Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to Contributor if Contributor, or to the Acquirer Parties if any Acquirer Party, has failed to fulfill, in all material respects, any of its obligation under this Agreement; (c) any time prior to by the Effective TimeAcquirer Parties, by Purchaser or Seller in writing if the other there shall have (i) been in a breach of any representation and warranty representation, warranty, covenant or agreement on the part of Contributor contained in any respect as would violate this Agreement such that the closing condition conditions set forth in Section 7.1 6.3(a) or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii6.3(b) failed to perform, in any material respect, any covenant, undertaking or obligation required to would not be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained hereinsatisfied, and such breach has is not capable of being cured or, if capable of being cured, shall not have been cured by prior to the earlier of thirty (30x) calendar the Outside Date and (y) 30 days after notice of the giving breach is provided to Contributor; provided, that the Acquirer Parties shall not have the right to terminate this Agreement pursuant to this Section 7.1(c) if any Acquirer Party is then in material breach of notice to the breaching party any of such breach its representations, warranties, covenants or the Effective Timeagreements contained in this Agreement; (d) by PurchaserContributor, immediately upon if there shall have been a breach of any representation, warranty, covenant or agreement on the Texas Department part of Banking any Acquirer Party contained in this Agreement such that the conditions set forth in Section 6.4(a) or 6.4(b) would not be satisfied, and such breach is not capable of being cured or, if capable of being cured, shall not have been cured prior to the earlier of (x) the “Banking Department”Outside Date and (y) naming 30 days after notice of the FDIC as receiver breach is provided to the Acquirer Parties; provided, that Contributor shall not have the right to terminate this Agreement pursuant to this Section 7.1(d) if Contributor is then in material breach of Sellerany of its representations, warranties, covenants or agreements contained in this Agreement; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has deniedthe Acquirer Parties, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein;if there shall have been a Casualty Event; or (f) by Purchaser either Contributor or Sellerthe Acquirer Parties, in the event that if any Governmental Authority shall have issued an Order or taken any other action enjoining or otherwise prohibiting the Contemplated Transactions and such Order or making illegal the consummation of the transactions contemplated hereby is in effect and has other action shall have become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following later of (1) October 31, 2012, or (2) 30 days after the date receipt of the last required Regulatory Approval (provided that no party shall be permitted to terminate this Agreement hereunder if the failure of the Closing to occur prior to such date arises out of or such later date as shall have been mutually agreed to in writing by Purchaser and Sellerresults from the actions or omissions of the terminating party); (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser Seller and Seller (the “Termination Date”)Purchaser; (c) by Purchaser, as a result of any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and representation, warranty in or covenant of Seller contained herein, which breach would cause any respect as would violate the closing condition set forth in Section 7.1 Sections 9.1 or Section 7.29.2 to not be satisfied, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the Purchaser has given notice of such breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has is not, or is not been capable of being, cured by the earlier of within thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Timenotice; (d) by PurchaserSeller, immediately upon the Texas Department as a result of Banking any breach of any representation, warranty or covenant of Purchaser contained herein, which breach would cause any condition set forth in Sections 10.1 or 10.2 to not be satisfied, if Seller has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (the “Banking Department”30) naming the FDIC as receiver of Sellerdays after such notice; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Stockholder Approval shall not have been received minimum sale proceeds from at the Leased Asset Sale sufficient meeting of Seller’s stockholders called to consummate the transactions contemplated by this Agreementact thereon; (hf) at by either Purchaser or Seller, if (1) any time prior to the Closing by Purchaser if Seller’s Board of Directors Regulatory Approval shall have (i) resolved to accept an Acquisition Proposal; been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii2) withdrawn any injunction, decree or modified, in other order issued by any manner that is adverse to Purchaser, its recommendation Governmental Authority or approval other legal restraint or prohibition preventing consummation of this Agreement or the transactions contemplated hereby shall have been entered by any Governmental Authority of competent jurisdiction or recommended to Seller’s shareholder acceptance any applicable law shall have been enacted or approval adopted that enjoins, prohibits or makes illegal consummation of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent orderhereby and such injunction, memorandum of understanding decree or other regulatory agreement between Seller order shall be final and the FDIC or the Banking Department; nonappealable, or (lg) By Purchaser pursuant to by Seller if the condition set forth in Section 5.15 or Section 8.310.6 is not satisfied.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Winner State, Faith Winner and VICTORY DIVIDE ; b. By VICTORY DIVIDE, upon a material breach on the part of Winner State or Faith Winner of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Winner State or Faith Winner shall become untrue, in either case such that any of the following ways:conditions set forth in Article VII hereof would not be satisfied (a "Winner State /Faith Winner Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by Winner State and Faith Winner of a written notice from VICTORY DIVIDE setting forth in detail the nature of such Winner State/Faith Winner Breach; (a) by either Purchaser or Sellerc. By Winner State and Faith Winner, upon a material breach on the part of VICTORY DIVIDE of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of VICTORY DIVIDE shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "VICTORY DIVIDE Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by VICTORY DIVIDE of a written notice from Winner State and Faith Winner setting forth in writing five (5) calendar days in advance detail the nature of such terminationVICTORY DIVIDE Breach; d. By either VICTORY DIVIDE or Winner State and Faith Winner, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Winner State and Faith Winner or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) VICTORY DIVIDE if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of Faith Winner or VICTORY DIVIDE having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 8.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; or e. By either Winner State and Faith Winner or VICTORY DIVIDE if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of the APPI Shareholders and USTP; b. By USTP, on a material breach on the part of the APPI Companies or any of the following ways:APPI Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of the APPI Companies or any of the APPI Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (a "APPI Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by the APPI Companies and the APPI Shareholders of a written notice from USTP setting forth in detail the nature of such APPI Breach; (a) by either Purchaser or Sellerc. By any of the APPI Shareholders, upon a material breach on the part of USTP of any representation, warranty, covenant or agreement set forth in this Agreement, or, if any representation or warranty of USTP shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "USTP Breach"), and such breach, if capable of cure, has not been cured within ten (10) days after receipt by USTP of a written notice from APPI or such APPI Shareholder(s) setting forth in writing five (5) calendar days in advance detail the nature of such terminationUSTP Breach; d. By either USTP or any of the APPI Shareholders, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser APPI Shareholders or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) USTP if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of the Leased Asset Sale sufficient APPI Companies or USTP having failed to consummate receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; or e. By either the APPI Shareholders or USTP if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance By the mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Sellerparties; (b) at By the Affiliate HRMY Holders, upon a material breach of any time representation, warranty, covenant or agreement on the part of NuVel or prior to the Effective Time NuVel Holders set forth in this Agreement, or if any representation or warranty of NuVel or the NuVel Holders shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the mutual consent party in writing breach of Purchaser and Seller (a notice from the “Termination Date”)non-breaching party setting forth in detail the nature of such breach; (c) any time prior to the Effective TimeBy NuVel, by Purchaser or Seller in writing if the other shall have (i) been in upon a material breach of any representation and warranty in any respect as would violate representation, warranty, covenant or agreement on the closing condition part of HRMY or the Affiliate HRMY Holders set forth in Section 7.1 this Agreement, or, if any representation or Section 7.2warranty of HRMY and the Affiliate HRMY Holders shall become untrue, as applicable (as if in either case such representation and warranty had been made on and as that any of the date conditions set forth in Article VII hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to would not be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained hereinsatisfied, and such breach has shall, if capable of cure, not have been cured within ten (10) days after receipt by the earlier party in breach of thirty (30) calendar days after a written notice from the giving of notice to the non-breaching party setting forth in detail the nature of such breach or the Effective Timebreach; (d) by PurchaserBy any party, immediately upon if the Texas Department Closing shall not have consummated on or before the Closing Deadline, provided, however, that the right to terminate this Agreement under this Section 8.1 shall not be available to any party whose breach of Banking (any provision of or whose failure to perform any obligation under this Agreement has been the “Banking Department”) naming cause of, or has resulted in, the FDIC as receiver failure of Sellerthe transactions to occur on or before the Closing Deadline; (e) by Seller By any party if a court of competent jurisdiction or Purchaser in writing at any time after any applicable governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of MVP Financial, MVP Financial Members, and Company; b. By Company, upon a material breach of any representation, warranty, covenant or agreement on the part of MVP Financial or MVP Financial Members set forth in this Agreement, or if any representation or warranty of MVP Financial or the MVP Financial Members shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "MVP Financial Breach"), and such breach shall, if capable of cure, has not been cured within Thirty (30) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By MVP Financial, upon a material breach of any representation, warranty, covenant or agreement on the part of Company set forth in this Agreement, or, if any representation or warranty of Company shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "Company Breach"), and such breach shall, if capable of cure, not have been cured within Thirty (30) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach.; d. By either Company or MVP Financial, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before Ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser MVP Financial or SellerCompany, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of Company or MVP Financial having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either MVP Financial or Company if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance By the mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Sellerparties; (b) at By either or both of Hong Hui and the Hong Hui Shareholders, upon a material breach of any time representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or prior to if any representation or warranty of the Effective Time Company shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "Company Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the mutual consent party in writing breach of Purchaser and Seller (a notice from the “Termination Date”)non-breaching party setting forth in detail the nature of such breach; (c) any time prior to By the Effective TimeCompany, by Purchaser or Seller in writing if the other shall have (i) been in upon a material breach of any representation and warranty in any respect as would violate representation, warranty, covenant or agreement on the closing condition part of either or both of Hong Hui or the Hong Hui Shareholders set forth in Section 7.1 this Agreement, or, if any representation or Section 7.2warranty of Hong Hui and/or the Hong Hui Shareholders shall become untrue, as applicable (as if in either case such representation and warranty had been made on and as that any of the date conditions set forth in Article V hereof and on the date of the notice of breach referred to belowwould not be satisfied (a "Hong Hui Breach"), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has shall, if capable of cure, not have been cured within ten (10) days after receipt by the earlier party in breach of thirty (30) calendar days after a written notice from the giving of notice to the non-breaching party setting forth in detail the nature of such breach or the Effective Timebreach.; (d) By any party, if the Closing shall not have been consummated within ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by Purchaserwritten notice of either the Company, immediately upon on one hand, and either or both of Hong Hui or the Texas Department Hong Hui Shareholders, on the other hand, if the Closing shall not have been consummated as a result of Banking (the “Banking Department”other party or parties having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) naming shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the FDIC as receiver cause of, or resulted in, the failure of Seller;the Closing to occur on or before this date. (e) by Seller By any party if a court of competent jurisdiction or Purchaser in writing at any time after any applicable governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time prior to the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance the mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser Seller and SellerPurchaser; (b) at any time by Purchaser, if all of the conditions set forth in Section 6 of this Agreement shall not have been satisfied or waived on or prior to the Effective Time April 30, 1998, unless extended by the mutual consent in writing of Purchaser and Seller (the “Termination Date”)pursuant to Section 9.3; (c) any time prior to by Seller, if all of the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition conditions set forth in Section 7.1 7 of this Agreement shall not have been satisfied or Section 7.2, as applicable (as if such representation and warranty had been made waived on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing DateApril 30, and the party seeking 1998, unless extended by Purchaser pursuant to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective TimeSection 9.2 hereof; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Sellerin accordance with Section 11.2 hereof; (e) by Purchaser, if any of Seller's representations, warranties or covenants herein are materially untrue, inaccurate, not performed, breached or failed to be performed and such breach, failure or misrepresentation is not cured in all material respects within five (5) days after Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated hereinreceives notice thereof from Purchaser; (f) by Purchaser or Seller, if any of Purchaser's representations, warranties or covenants herein are materially untrue, inaccurate, not performed, breached or failed to be performed, and such breach, failure or misrepresentation is not cured in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable;all material respects within five (5) days after Purchaser receives notice thereof from Seller; or (g) by either Purchaser Seller or SellerPurchaser, (i) if Seller the Delaware Department of Insurance does not obtain regulatory or other required approval, including any required shareholder approval, for approve the transactions Stock Redemption as contemplated by this Agreement under Section 1.3(c) and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreementreferenced in Section 4.5; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of BVI Shareholders, BVI, ONE and UGTI; b. By ONE and UGTI, upon a material breach of any representation, warranty, covenant or agreement on the part of BVI or the BVI Shareholders set forth in this Agreement, or if any representation or warranty of BVI or the BVI Shareholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "BVI Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By BVI, upon a material breach of any representation, warranty, covenant or agreement on the part of ONE or UGTI set forth in this Agreement, or, if any representation or warranty of ONE or UGTI shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "ONE/UGTI Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either ONE/UGTI or BVI, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser BVI or SellerONE/UGTI, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of ONE/UGTI or BVI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either BVI or ONE/UGTI if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, AEEC and USIP; b. By USIP, upon a material breach of any representation, warranty, covenant or agreement on the part of AEEC or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of AEEC or the SHAREHOLDERS shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (an "AEEC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By AEEC, upon a material breach of any representation, warranty, covenant or agreement on the part of USIP set forth in this Agreement, or, if any representation or warranty of USIP shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "USIP Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either USIP or AEEC, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser AEEC or SellerUSIP, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of USIP or AEEC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either AEEC or USIP if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of AGI Stockholders, AGI and ZWJW; b. By ZWJW, upon a material breach of any representation, warranty, covenant or agreement on the part of AGI or the AGI Stockholders set forth in this Agreement, or if any representation or warranty of AGI or the AGI Stockholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser c. By AGI or Sellerany AGI Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of ZWJW set forth in this Agreement, or, if any representation or warranty of ZWJW shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By any party, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser AGI or SellerZWJW, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of ZWJW or AGI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of prior to the following waysClosing: (a) by either Purchaser or By mutual written agreement of the Parties; (b) By Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of September 3, 2013, provided that a default by Seller under this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to is not responsible for the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”)Closing not having occurred; (c) any time prior to By Purchaser, if the Effective TimeClosing has not occurred by September 3, 2013, provided that a default by Purchaser or Guarantor under this Agreement is not responsible for the Closing not having occurred; (d) By Seller in writing if the other Purchaser or Guarantor shall have (i) been in breach fail to perform any of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 their respective covenants or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on agreements contained herein required to be performed by them prior to the date of the notice of breach referred to below)such termination, or (ii) failed to performbreach any of their respective representations or warranties contained herein or if any such representations or warranties become inaccurate, in any material respect, any covenant, undertaking or obligation required each case so as to be performed prior cause a condition to the Closing Dateto be incapable of satisfaction, and the party seeking which failure, breach or inaccuracy is not cured within fifteen (15) days after Seller has notified Purchaser in writing of its intent to terminate the this Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice pursuant to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Sellerthis Section 11.01(d); (e) by Seller or By Purchaser in writing at if Seller shall (i) fail to perform any time of its covenants or agreements contained herein required to be performed by it prior to the date of such termination, or (ii) breach any of its representations or warranties contained herein or if any such representations or warranties become inaccurate, in each case so as to cause a condition to the Closing to be incapable of satisfaction, which failure, breach or inaccuracy is not cured within fifteen (15) days after any applicable regulatory authority Purchaser has denied, by final non-appealable order, approval notified Seller in writing of any application of either party for approval of the transactions contemplated herein;its intent to terminate this Agreement pursuant to this Section 11.01(e); or (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser writing pursuant to Section 5.15 6.01(b) or Section 8.36.01(c).

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of CEH Stockholders, CEH and Buyonate; b. By Buyonate, upon a material breach of any representation, warranty, covenant or agreement on the part of CEH or the CEH Stockholders set forth in this Agreement, or if any representation or warranty of CEH or the CEH Stockholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "CEH Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser c. By CEH or Sellerany CEH Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of Buyonate set forth in this Agreement, or, if any representation or warranty of Buyonate shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "Buyonate Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By any party, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser CEH or SellerBuyonate, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of Buyonate or CEH having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of KAL, ABM and ATG; b. By ATG, upon a material breach of any representation, warranty, covenant or agreement on the part of ABM or KAL set forth in this Agreement, or if any representation or warranty of ABM or KAL shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "ABM/KAL Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By KAL, upon a material breach of any representation, warranty, covenant or agreement on the part of ATG set forth in this Agreement, or, if any representation or warranty of ATG shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "ATG Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either ATG or KAL, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser KAL or SellerATG, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of ATG or KAL having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either KAL or ATG if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Umatrin, Umatrin Shareholders, and UMHL; b. By UMHL, upon a material breach of any representation, warranty, covenant or agreement on the part of Umatrin or Umatrin Shareholders set forth in this Agreement, or if any representation or warranty of Umatrin or the Umatrin Shareholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (an "Umatrin Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By Umatrin, upon a material breach of any representation, warranty, covenant or agreement on the part of UMHL set forth in this Agreement, or, if any representation or warranty of UMHL shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (an "UMHL Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach.; d. By either UMHL or Umatrin, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Umatrin or SellerUMHL, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of UMHL or Umatrin having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Umatrin or UMHL if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of ELITE, WT and NRMG; b. By NRMG, upon a material breach of any representation, warranty, covenant or agreement on the part of WT or ELITE set forth in this Agreement, or if any representation or warranty of WT or ELITE shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "WT/ELITE Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By ELITE, upon a material breach of any representation, warranty, covenant or agreement on the part of NRMG set forth in this Agreement, or, if any representation or warranty of NRMG shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "NRMG Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either NRMG or ELITE, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser ELITE or SellerNRMG, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of NRMG or ELITE having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either ELITE or NRMG if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the ------------------------- transactions herein contemplated may be abandoned at any time: 12.1.1 By mutual consent of the following ways:Purchaser and the Seller; 12.1.2 By the Seller in writing, without liability, if the Purchaser shall (a) fail to perform in any material respect its agreements contained herein required to be performed by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time it on or prior to the Effective Time by Closing Date; or (b) materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after the mutual consent in writing Seller has notified the Purchaser of Purchaser and Seller (the “Termination Date”)its intent to terminate this Agreement pursuant to this Section 12.1.2; (c) any time prior to 12.1.3 By the Effective TimePurchaser in writing, by Purchaser or Seller in writing without liability, if the other Seller shall have (ia) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred fail to below), or (ii) failed to perform, perform in any material respect, any covenant, undertaking or obligation respect their agreements contained herein required to be performed by them on or prior to the Closing Date; or (b) materially breach any of their representations, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking warranties or obligation covenants contained herein, and such which failure or breach has is not been cured by the earlier of thirty within ten (3010) calendar days after the giving of notice to Purchaser has notified the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure intent to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as pursuant to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.412.1.3; (j) by 12.1.4 By either the Seller or the Purchaser in writing, without liability, if it reasonably determinesthere shall be any order, in good faithwrit, that an Order injunction or decree of any court or governmental or regulatory approval imposes any condition agency binding on the Purchaser, the Seller which prohibits or requirement which would materially and adversely impact restrains the economic or business benefits of Purchaser, the Seller from consummating the transactions contemplated by hereby, provided that the Agreement; (k) By Purchaser, the Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due shall have used their reasonable, good faith efforts to have any pending or threatened consent such order, memorandum of understanding writ, injunction or other regulatory agreement between Seller decree lifted and the FDIC same shall not have been lifted within (thirty) 30 days after entry, by any such court or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 governmental or Section 8.3regulatory agency.

Methods of Termination. This Agreement may be terminated in at any of time prior to the following waysClosing by: (a) by either Purchaser or Seller, upon notice the mutual written consent in writing five (5) calendar days in advance of such terminationan Investor and the Company, if but only as to the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Sellerterminating Investor; (b) at any time on or prior Investor but only with respect to the Effective Time terminating Investor or the Company if the Closing shall not have occurred by the mutual consent in writing of Purchaser and Seller December 31, 2010 (the “Termination Date”), provided, however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any party whose breach of any representation or warranty or failure to perform any obligation under this Agreement shall have caused or resulted in the failure of the Closing; (c) any time prior Investor, but only as to the Effective Timeterminating Investor, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is Shareholder Approvals are not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Timereceived; (d) the Company if there has been a breach of any representation, warranty, covenant or agreement made by Purchaseran Investor in this Agreement, immediately upon or any such representation and warranty shall have become untrue after the Texas Department date of Banking this Agreement, such that Section 5.01 would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the “Banking Department”Company to the Investor and (ii) naming the FDIC Termination Date; provided that the Company is not then in breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement and, provided further, that such termination by the Company shall only be as receiver of Sellerto the breaching Investor; (e) an Investor if there has been a breach of any representation, warranty, covenant or agreement made by Seller the Company in this Agreement, or Purchaser any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 4.01 would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) 30 days after written notice thereof is given by the Investor to the Company and (ii) the Termination Date; provided that the terminating Investor is not then in material breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement and provided further that such termination by an Investor shall only be as to such Investor; (f) any Investor, if the Company has not sold an aggregate of $30 million of Common Stock to Investors hereunder; or (g) the Company or the Investor in writing at any time after any applicable regulatory authority Regulatory Authority has denied, by final non-appealable order, approval denied finally or requested the withdrawal of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Transaction or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement;Mergers. (h) at any time prior CapGen, if other Investors which have committed $2.5 million or more to acquire Purchased Shares are no longer parties to this Agreement and replacement Investors do not enter into this Agreement within 45 days after the Closing termination by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modifiedsuch initial other Investor, in any manner that is adverse which case the other Investors may terminate this Agreement upon or following CapGen’s termination under this Section 8.01(h). A termination by an Investor or by the Company with respect to Purchaserone or more Investors, its recommendation or approval shall not effect a termination of this Agreement or the transactions contemplated hereby or recommended rights and obligations of the remaining parties to Sellerthis Agreement, including each remaining Investor’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure ability to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. (a) This Agreement may be terminated in any of and the following ways: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) transactions contemplated hereby may be abandoned at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have Rescission: (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as by mutual written consent of the date hereof and on the date of the notice of breach referred to below), or Parties; 652541 (ii) failed to performby any Party, if a governmental authority shall have issued an order, decree or ruling or taken any other action, in any material respecteach case permanently restraining, any covenant, undertaking enjoining or obligation required to be performed prior to otherwise prohibiting the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained hereintransactions contemplated by this Agreement, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser decree, ruling or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has other action shall have become final and nonappealable; (giii) by either Purchaser IGX NJ or SellerXxxxx, at any time when iGambit or IGX DE is in breach of any of its covenants pursuant to this Agreement; provided that such breach shall not have been cured, in the case of a covenant, within ten (i10) if Seller does business days following receipt by the breaching party of notice of such breach; (iv) by IGX DE or iGambit, at any time when Xxxxx or IGX NJ is in breach of any of its covenants pursuant to this Agreement; provided that such breach shall not obtain regulatory or other required approvalhave been cured, including in the case of a covenant, within ten (10) business days following receipt by the breaching party of notice of such breach; or (v) by any required shareholder approvalParty, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale Rescission has not occurred prior to September 15on or before April 30, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors2013; provided, however, that the right to terminate this Agreement shall not be available to any Party whose breach of this Agreement has been the cause of, or resulted in, the failure of the Rescission to occur on or before such date. (b) In the event of termination of this Agreement, this Agreement shall immediately become void and there shall be no liability hereunder on the part of any Party except this Section 7(b) and Sections 6, 8 and 9 shall remain in full force and effect. (c) Nothing contained in this Agreement shall relieve any Party hereto from any liability for any fraud or any breach of any covenant contained herein, and the rights of the Parties to pursue all remedies for any such fraud or breach will survive such termination unimpaired. Each Party’s right of termination under this clause (i) shall Section 7 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be deemed effective until payment an election of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3remedies.

Methods of Termination. This Agreement may be terminated in and the Contemplated Transactions may be abandoned at any of time prior to the following waysClosing as follows: (a) by mutual written consent of the Contributor Parties and the Acquirer Parties; (b) by either Purchaser the Contributor Parties or Seller, upon notice in writing five (5) calendar days in advance of such terminationthe Acquirer Parties, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller before December 31, 2015 (the “Termination Outside Date”); provided, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to the Contributor Parties if any Contributor Party, or to the Acquirer Parties if any Acquirer Party, has failed to fulfill, in all material respects, any of its obligation under this Agreement; (c) any time prior to by the Effective TimeAcquirer Parties, by Purchaser or Seller in writing if the other there shall have (i) been in a breach of any representation and warranty representation, warranty, covenant or agreement on the part of any Contributor Party contained in any respect as would violate this Agreement such that the closing condition conditions set forth in Section 7.1 6.3(a) or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii6.3(b) failed to perform, in any material respect, any covenant, undertaking or obligation required to would not be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained hereinsatisfied, and such breach has is not capable of being cured or, if capable of being cured, shall not have been cured by prior to the earlier of thirty (30x) calendar the Outside Date and (y) 30 days after notice of the giving of notice breach is provided to the breaching party Contributor Parties; provided, that the Acquirer Parties shall not have the right to terminate this Agreement pursuant to this Section 7.1(c) if any Acquirer Party is then in material breach of such breach any of its representations, warranties, covenants or the Effective Timeagreements contained in this Agreement; (d) by Purchaserthe Contributor Parties, immediately upon if there shall have been a breach of any representation, warranty, covenant or agreement on the Texas Department part of Banking any Acquirer Party contained in this Agreement such that the conditions set forth in Section 6.4(a) or 6.4(b) would not be satisfied, and such breach is not capable of being cured or, if capable of being cured, shall not have been cured prior to the earlier of (x) the “Banking Department”Outside Date and (y) naming 30 days after notice of the FDIC as receiver breach is provided to the Acquirer Parties; provided, that the Contributor Parties shall not have the right to terminate this Agreement pursuant to this Section 7.1(d) if any Contributor Party is then in material breach of Sellerany of its representations, warranties, covenants or agreements contained in this Agreement; (e) by Seller or Purchaser in writing at any time the Acquirer Parties, if there shall have occurred after any applicable regulatory authority has deniedthe Effective Date an Iroquois Material Adverse Effect that, by final non-appealable orderwith the exercise of Reasonable Efforts, approval of any application of either party for approval of cannot reasonably be expected to be cured prior to the transactions contemplated herein;Outside Date. (f) by Purchaser or Sellerthe Contributor Parties, in if there shall have occurred after the event that an Order prohibiting or making illegal Effective Date a DM Material Adverse Effect that, with the consummation exercise of Reasonable Efforts, cannot reasonably be expected to be cured prior to the transactions contemplated hereby is in effect and has become final and nonappealable;Outside Date; or (g) by either Purchaser the Contributor Parties or Sellerthe Acquirer Parties, (i) if Seller does not obtain regulatory or other required approval, including after the Effective Date any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors Governmental Authority shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that issued an Order or taken any regulatory approval imposes any condition other action enjoining or requirement which would materially otherwise prohibiting the Contemplated Transactions and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding such Order or other regulatory agreement between Seller action shall have become final and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3nonappealable.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance By the mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser TELESCIENCE and SellerMSSI; (b) at By MSSI, upon a material breach of any time representation, warranty, covenant or agreement on the part of TELESCIENCE set forth in this Agreement, or prior to if any representation or warranty of TELESCIENCE shall become untrue, in either case such that any of the Effective Time conditions set forth in Article VI hereof would not be satisfied (a) "TELESCIENCE Breach"), and such breach shall, if capable of cure, have not been cured within ten (10) days after receipt by the mutual consent party in writing breach of Purchaser and Seller (a notice from the “Termination Date”)non-breaching party setting forth in detail the nature of such breach; (c) any time prior to the Effective TimeBy TELESCIENCE, by Purchaser or Seller in writing if the other shall have (i) been in upon a material breach of any representation and warranty in any respect as would violate representation, warranty, covenant or agreement on the closing condition part of MSSI set forth in Section 7.1 this Agreement, or, if any representation or Section 7.2warranty of MSSI shall become untrue, as applicable (as if in either case such representation and warranty had been made on and as that any of the date conditions set forth in Article VII hereof and on the date of the notice of breach referred to belowwould not be satisfied (a "MSSI Breach"), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has shall, if capable of cure, not have been cured within ten (10) days after receipt by the earlier party in breach of thirty (30) calendar days after a notice from the giving of notice to the non- breaching party setting forth in detail the nature of such breach or the Effective Timebreach; (d) By either TELESCIENCE or MSSI, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by Purchaserwritten notice of either TELESCIENCE or MSSI, immediately upon if the Texas Department Closing shall not have been consummated as a result of Banking (MSSI, TELESCIENCE having failed to receive all required regulatory approvals or consents with respect to this transaction or as the “Banking Department”result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) naming shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the FDIC as receiver cause of, or resulted in, the failure of Seller;the Closing to occur on or before this date. (e) by Seller By either TELESCIENCE or Purchaser in writing at any time after any applicable MSSI if a court of competent jurisdiction or governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of and the following waysContemplated Transactions may be abandoned as follows: (a) by either Purchaser or mutual written consent of DEI, Seller, upon notice XXX and Xxxxx; (b) by either Seller and DEI, on the one hand, or Buyer and BHE, on the other hand, if the Closing has not occurred on or before December 31, 2023 (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b) shall not be available (i) to Seller or DEI if either Seller or DEI has failed to fulfill, in writing five all material respects, any of its obligations under this Agreement, or (5ii) calendar days to Buyer or BHE if Buyer or BHE has failed to fulfill, in advance all material respects, any of such terminationits obligations under this Agreement; and provided further, that the Termination Date shall be automatically extended for an additional three (3) month period if the Closing has not occurred by the 150th calendar day following end of the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior Termination Date due to the Effective Time by failure of a condition set forth in Section 6.1, Section 6.4, Section 7.1 or Section 7.4 being met with respect to obtaining the mutual consent in writing of Purchaser and Seller (the “Termination Date”)consent, authorization or approval from any Governmental Authority or any third Person; (c) any time prior to the Effective Timeby Buyer or BHE, by Purchaser or Seller in writing if the other there shall have (i) been in a breach of any representation and warranty representation, warranty, covenant or agreement on the part of Seller or DEI contained in any respect as would violate this Agreement such that the closing condition conditions set forth in Section 7.1 6.2 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to 6.3 would not be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained hereinsatisfied, and such breach has is not been capable of being cured by or, if capable of being cured, is not the earlier subject of thirty (30diligent efforts to cure on the part of Seller or DEI; provided that neither Buyer nor BHE shall have the right to terminate this Agreement pursuant to this Section 9.1(c) calendar days after the giving if Buyer or BHE is then in material breach of notice to the breaching party any of such breach its representations, warranties, covenants or the Effective Timeagreements contained in this Agreement; (d) by PurchaserSeller or DEI, immediately upon if (i) all of the Texas Department of Banking conditions to close set forth in Article VI have been satisfied (other than such conditions that by their nature are to be satisfied at Closing) or waived in writing, (ii) Seller and DEI indicate that Seller and DEI are ready, willing and able to consummate the “Banking Department”Contemplated Transactions (subject to Buyer and BHE performing at the Closing) naming and (iii) Buyer and BHE fail to consummate the FDIC as receiver of SellerContemplated Transactions within three (3) Business Days; (e) by Seller Buyer or Purchaser in writing at any time after any applicable regulatory authority has deniedBHE, by final non-appealable order, approval of any application of either party for approval if (i) all of the transactions contemplated hereinconditions to close set forth in Article VII have been satisfied (other than such conditions that by their nature are to be satisfied at Closing) or waived in writing, (ii) Buyer and BHE indicate that Buyer and BHE are ready, willing and able to consummate the Contemplated Transactions (subject to Seller and DEI performing at the Closing) and (iii) Seller and DEI fail to consummate the Contemplated Transactions within three (3) Business Days; (f) by Purchaser Seller or SellerDEI, if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Buyer or BHE contained in this Agreement such that the event that an Order prohibiting conditions set forth in Sections 7.2 or making illegal 7.3 would not be satisfied, and such breach is not capable of being cured or, if capable of being cured, is not the consummation subject of diligent efforts to cure on the transactions contemplated hereby part of Buyer or BHE; provided neither Seller nor DEI shall have the right to terminate this Agreement pursuant to this Section 9.1(f) if Seller or DEI is then in effect and has become final and nonappealable;material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; and (g) by either Purchaser Seller and DEI, on the one hand, or SellerBuyer and BHE, (i) on the other hand, if Seller does not obtain regulatory any Governmental Authority shall have issued an order, decree or ruling or taken any other action enjoining or otherwise prohibiting the Contemplated Transactions and such order, decree, ruling or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors action shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal become final and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3nonappealable.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated herein may be abandoned at any of time, but not later than the following waysClosing: (ai) by either Purchaser By mutual written consent of Parent and Company; or (ii) By Parent on or Seller, upon notice in writing five (5) calendar days in advance of such termination, if after the Closing has not occurred by the 150th calendar day following the date of this Agreement Termination Date or such later date as may be established pursuant to Section 1 hereof, if any of the conditions provided for in Section 6 of this Agreement shall not have been mutually agreed to satisfied (or waived in writing by Purchaser and Seller; (bParent) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Departmentdate; or (liii) By Purchaser Company on or after the Termination Date or such later date as may be established pursuant to Section 5.15 1 hereof, if any of the conditions provided for in Section 7 of this Agreement shall not have been satisfied (or Section 8.3waived in writing by Company) prior to such date; or (iv) By Parent if there has been a material breach of any representation, warranty, covenant or agreement on the part of Company or the Shareholders set forth in this Agreement of which notice has been given to Company or the Shareholders in writing by Parent and which has not been fully cured or cannot be fully cured within twenty (20) days of the receipt of such notice; or (v) By Company or the Principals if there has been a material breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement of which notice has been given to Parent in writing by Company or the Shareholders and which has not been fully cured or cannot be fully cured within twenty (20) days of the receipt of such notice. In the event of termination and abandonment pursuant to this subsection 8(a), written notice thereof shall forthwith be given to the other party or parties, and, except as set forth below, the provisions of this Agreement shall terminate, and the transactions contemplated herein shall be abandoned, without further action by any party hereto.

Methods of Termination. This Agreement may be ----------------------- terminated in any of prior to the Closing Date under the following wayscircumstances: (a) by mutual consent of the Company and the Parent; or (b) by the Parent by giving written notice to the Company, if (i) subject to the provisions of Section 11.2, there has been a material misrepresentation, breach of covenant or breach of warranty on the part of the Company in its representations, warranties and covenants set forth in this Agreement, it being understood that the Company shall not be in breach of this Agreement if it is unable to make the representations and warranties set forth in Article III in all material respects on the Closing Date due to the existence or happening of any fact, event or occurrence that arose or occurred after the execution hereof and which has been properly disclosed to the Parent in any Disclosure Schedule Update pursuant to Section 6.7, (ii) the Board of Directors of CC/USA shall not recommend to the CC/USA Shareholders the approval of this Agreement, or shall withdraw or modify in an manner adverse to the Parent its approval or recommendation of the transactions contemplated hereby, or shall take any other action to facilitate any other transaction or series of transactions that, if consummated, would impair the Parent's ability to consummate the transactions contemplated hereby, or (iii) more than fifty percent (50%) of the CC/USA Shareholders shall fail to vote in favor of (or shall have rescinded a vote in favor of) this Agreement, the Merger or the amendment to Article Fourth, Section C.4.f. of CC/USA's Certificate of Incorporation; or (c) by the Company by giving written notice to the Parent, if (i) subject to the provisions of Section 11.2, there has been a material misrepresentation, breach of covenant or breach of warranty on the part of the Parent or Mergeco in their representations, warranties and covenants set forth in this Agreement, or (ii) more than fifty percent (50%) of the CC/USA Shareholders shall fail to vote in favor of (or shall have rescinded a vote in favor of) this Agreement, the Merger or the amendment to Article Fourth, Section C.4.f. CC/USA's Certificate of Incorporation; or (d) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, party if the Closing has not occurred for any reason by the 150th calendar day following the date of this Agreement or December 31, 1996, provided that such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been terminating party is not then in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval . For purposes of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition ProposalArticle XI, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) party shall not be deemed effective until payment to be "in breach of the Termination Fee required by Section 8.4; (j) by Purchaser this Agreement" if it reasonably determinesa representation or warranty when made was materially true and accurate, in good faithand subsequently becomes inaccurate, that an Order or any regulatory approval imposes any condition or requirement which would materially except as a result of a party's willful and adversely impact the economic or business benefits intentional breach of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3its obligations hereunder.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time prior to the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser Seller and SellerPurchaser; (b) at any time by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement shall not have been consummated on or prior to before the Effective Time by date that is one hundred fifty (150) calendar days after the mutual consent in writing of Purchaser and Seller date hereof (the “Termination Date”), unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the agreements set forth herein required to be performed or observed by such party at or before the Closing; provided, however, that in the event that the conditions set forth in Section 8.1 and Section 9.4 are the only conditions (other than conditions which by their nature can only be satisfied at Closing) which have not been satisfied by the Termination Date (and provided that the reason for the failure of the condition set forth in Section 9.4 is the failure to obtain any required regulatory approvals), the Termination Date shall automatically be extended by thirty (30) calendar days; (c) by Seller, upon written notice to Purchaser specifying the nature of any time prior to the Effective Timesuch breach and requesting that it be remedied, by Purchaser or Seller in writing if the other there shall have been any breach of any representation, warranty, covenant or agreement of Purchaser set forth in this Agreement or if any representation or warranty of Purchaser shall have become untrue, in either case (i) been such that the conditions set forth in Section 10.1 would not be satisfied and (ii) such breach is not curable, or if curable, is not cured within forty-five (45) calendar days after receipt by Purchaser of such written notice from Seller; provided, however, that Seller shall not have the right to terminate this Agreement pursuant to this Section 12.1(c) if it, at such time, is in breach of any representation and warranty breach of any representation, warranty, covenant or agreement set forth in any respect as would violate this Agreement such that the closing condition conditions set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to 9.1 would not be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Timesatisfied; (d) by Purchaser, immediately upon written notice to Seller specifying the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval nature of any application such breach and requesting that it be remedied, if there shall have been any breach of either party for approval any representation, warranty, covenant or agreement of the transactions contemplated herein; (f) by Purchaser Seller set forth in this Agreement or Sellerif any representation or warranty of Seller shall have become untrue, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, case (i) if Seller does such that the conditions set forth in Section 9.1 would not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement be satisfied and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has such breach is not occurred prior to September 15curable, 2011 or if Seller shall curable, is not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; cured within forty-five (h45) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing calendar after receipt by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directorswritten notice from Purchaser; provided, however, that termination under this clause (i) Purchaser shall not be deemed effective until payment of have the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by right to terminate this Agreement canpursuant to this Section 12.1(d) if it, at such time, is in breach of any breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 10.1 would not be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Departmentsatisfied; or (le) By Purchaser pursuant by either Seller or Purchaser, upon written notice to Section 5.15 or Section 8.3the other, if any Governmental Entity of competent jurisdiction issues a final unappealable order prohibiting consummation of any material transaction contemplated hereby.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, SHI, Tryant and WCCC; b. By WCCC, upon a material breach of any representation, warranty, covenant or agreement on the part of SHI or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of SHI or the SHAREHOLDERS shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "SHI Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By SHI, upon a material breach of any representation, warranty, covenant or agreement on the part of WCCC set forth in this Agreement, or, if any representation or warranty of WCCC shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "WCCC Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either WCCC or SHI, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser SHI or SellerWCCC, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of WCCC or SHI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either SHI or WCCC if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Seller or Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by on or before the 150th calendar 90th day following the date hereof, provided that this right to terminate shall not be available to any party whose failure to perform an obligation in breach of such party's obligations under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such later date as shall have been mutually agreed to in writing by Purchaser and Sellertime; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”)Seller; (c) by Purchaser in writing if the conditions set forth in ARTICLE VIII of this Agreement shall not have been met by Seller or waived in writing by Purchaser prior to the date fixed for Closing, provided that Purchaser's failure to perform an obligation in breach of its obligations under this Agreement was not the cause of, or resulted in, Seller's failure to fulfill any such condition; (d) by Seller in writing if the conditions set forth in ARTICLE IX of this Agreement shall not have been met by Purchaser or waived in writing by Seller prior to the date fixed for Closing, provided that Seller's failure to perform an obligation in breach of its obligations under this Agreement was not the cause of, or resulted in, Purchaser's failure to fulfill any such condition; (e) any time prior to the Effective Time, by Seller or Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any material respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) 15 calendar days after the giving of notice to the breaching party of such breach or the Effective Time;; or (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (ef) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, denied approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3Regulatory Approval.

Methods of Termination. (a) This Agreement may be terminated in any of by either the following waysBuyers or Seller on notice to the other Party as follows: (ai) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as any Governmental Authority shall have been mutually agreed enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other Action (including the failure to in writing by Purchaser and Seller; (bhave taken an Action) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to performwhich, in any material respecteither such case, any covenant, undertaking or obligation required to be performed prior to the Closing Date, has become final and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval and has the effect of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser illegal or Seller, (i) if Seller does not obtain regulatory otherwise preventing or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise prohibiting consummation of such fiduciary duties as to Seller’s Board of Directorstransactions; provided, however, that termination under the right to terminate this clause (iAgreement pursuant to this Section 9.1(a) shall not be deemed effective until payment available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non-appealable Action of such Governmental Authority (including the Termination Fee required by Section 8.4; (jfailure to have taken an Action) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact has the economic or business benefits effect of making the consummation of the transactions contemplated by the Agreementhereby illegal or otherwise preventing or prohibiting consummation of such transactions; (kii) By Seller if the Closing shall not have occurred on or Purchaser in before the event date that is twelve (12) months following the transactions contemplated Execution Date (which date may be extended by any Party, by notice to the other Party, for one additional six (6) month period if applicable Governmental Authority approvals have not been obtained by the date that is twelve (12) months after the Execution Date) (such date, the “Outside Date”); provided, however, that the right to terminate this Agreement canpursuant to this Section 9.1(a) shall not be consummated due available to a Party if its failure to fulfill, or its delay in fulfilling, any pending obligation under this Agreement shall have been the cause of, or threatened consent ordershall have resulted in, memorandum the failure of understanding the Closing to occur on or other regulatory agreement between Seller and prior to the FDIC or the Banking DepartmentOutside Date; or (liii) By Purchaser in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date if it is reasonably capable of being cured by such date and the breaching Party is attempting in good faith to pursue the cure; or (iv) by mutual written consent of the Buyers and Seller. (b) This Agreement may be terminated by the Buyers if a material Casualty Loss has occurred pursuant to and in accordance with Section 5.15 or Section 8.37.6 hereof.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated by this Agreement abandoned at any of time prior to the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser Buyer and Seller; (b) at by Buyer in the event the Closing shall not have occurred on or prior to June 1, 2007 or such later date as the Parties agree in writing (the “Closing Deadline”) (including due to non-satisfaction or fulfillment of the conditions set forth in Section 6.1 (Buyer’s Conditions to Closing)), provided that such failure to close is not due (i) primarily to Buyer breaching any time representation, warranty or covenant of Buyer contained in this Agreement or (ii) to the failure to satisfy Section 6.1(g) as of June 1, 2007; (c) by Seller in the event the Closing shall not have occurred on or prior to the Effective Time by Closing Deadline (including due to non-satisfaction or fulfillment of the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition conditions set forth in Section 7.1 or Section 7.2, as applicable 6.2 (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred Seller’s Conditions to belowClosing)), provided that such failure to close is not due (i) primarily to Seller breaching any representation, warranty or covenant of Seller contained in this Agreement or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Datefailure to satisfy Section 6.2(g) as of June 1, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time2007; (d) by Purchasereither Party, immediately upon the Texas Department of Banking pursuant to Section 4.9 (the “Banking Department”) naming the FDIC as receiver of Seller;Supplemental Disclosures); or (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, either Party if such terminating Party terminates the Refinery Asset Purchase Agreement pursuant to an express right to do so by final non-appealable order, approval of any application of either party for approval the terminating Party pursuant to the provisions of the transactions contemplated herein; (f) by Purchaser or Seller, in Refinery Asset Purchase Agreement. In the event that an Order prohibiting of termination by Buyer or making illegal Seller pursuant to this Section 10.1, written notice thereof shall forthwith be given to the consummation of other Party and the transactions contemplated hereby is in effect and has become final and nonappealable; (g) shall be terminated, without further action by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3Party.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of TGL Stockholder, TGL and TEHG; b. By TEHG, upon a material breach of any representation, warranty, covenant or agreement on the part of TGL or the TGL Stockholder set forth in this Agreement, or if any representation or warranty of TGL or the TGL Stockholder shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser c. By TGL or Sellerany TGL Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of TEHG set forth in this Agreement, or, if any representation or warranty of TEHG shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By any party, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser TGL or SellerTEHG, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of TEHG or TGL having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of GEEI Stockholders, GEEI and EPSO; b. By EPSO, upon a material breach of any representation, warranty, covenant or agreement on the part of GEEI or the GEEI Stockholders set forth in this Agreement, or if any representation or warranty of GEEI or the GEEI Stockholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser c. By GEEI or Sellerany GEEI Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of EPSO set forth in this Agreement, or, if any representation or warranty of EPSO shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By any party, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser GEEI or SellerEPSO, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of EPSO or GEEI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Well Benefit, Well Benefit Shareholders, and GLBD; b. By GLBD, upon a material breach of any representation, warranty, covenant or agreement on the part of Well Benefit or Well Benefit Shareholders set forth in this Agreement, or if any representation or warranty of Well Benefit or the Well Benefit Shareholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "Well Benefit Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By Well Benefit, upon a material breach of any representation, warranty, covenant or agreement on the part of GLBD set forth in this Agreement, or, if any representation or warranty of GLBD shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "GLBD Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach.; d. By either GLBD or Well Benefit, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Well Benefit or SellerGLBD, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of GLBD or Well Benefit having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Well Benefit or GLBD if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement The transactions contemplated herein may be terminated and/or abandoned in whole at any time before the Closing (i) by any party if the PLM Stockholder Approval shall not have been obtained by reason of the failure to obtain the required vote at a meeting of PLM's stockholders duly convened therefor or at any adjournment thereof; provided however, that the right to terminate this Agreement under this Section 10.1(i) shall not be available to any of Sellers where the following ways: failure to obtain the PLM Stockholder Approval shall have been caused by the action or failure to act of any of Sellers and such action or failure to act constitutes a breach by any of Sellers of this Agreement, (aii) by either Purchaser mutual consent of the parties, (iii) by Buyer at any time prior to the Closing in the event that Buyer reasonably believes that any representation, warranty or Sellercovenant of any Seller in this Agreement has been breached or was or is not true and correct, upon provided that such breach results or would result in aggregate Damages under this Agreement and under the Partnerships Asset Purchase Agreement in excess of Two Million Two Hundred Thousand Dollars ($2,200,000.00), and provided that such Seller shall have 5 business days to cure any such breach after receipt of written notice thereof from Buyer, (iv) by Sellers at any time prior to the Closing if Sellers reasonably believe that any representation, warranty or covenant of Buyer in writing five this Agreement has been materially breached or was or is not materially true and correct, provided that Buyer shall have 5 business days to cure any such breach after receipt of written notice thereof from Sellers, or (5v) calendar days in advance of such terminationby any party, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to September 30, 2000, unless the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior failure to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as close is a result of the date hereof and on the date actions or omissions of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or Sellerthe mutual written consent of the Shareholders, MM, and Phoenix. (b) by Phoenix, upon a material breach of any representation, warranty, covenant or agreement on the part of MM and the Shareholders set forth in this Agreement, or if any representation or warranty of MM or the Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "MM Breach"), and such breach shall, if capable of cure, have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; (c) by the Shareholders and MM, upon a material breach of any representation, warranty, covenant or agreement on the part of Phoenix set forth in this Agreement, or, if any representation or warranty of Phoenix shall become untrue, in either case such that any of the conditions set forth in Article VII hereof would not be satisfied (a "Phoenix Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (d) by either the Shareholders and MM or Phoenix, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of consummated before thirty (30) calendar days after the giving date hereof; provided, however, that this Agreement may be extended by written notice of notice either MM or Phoenix, if the Closing shall not have been consummated as a result of Phoenix, the Shareholders or MM having failed to receive all required regulatory approvals or consents with respect to this transaction or as the breaching result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of such breach the Closing to occur on or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; before this date. (e) by Seller either the Shareholders and MM or Purchaser in writing at any time after any applicable Phoenix if a court of competent jurisdiction or governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance By the mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser WorldLink and SellerMomentum; (b) at By Momentum, upon a material breach of any time representation, warranty, covenant or agreement on the part of WorldLink and WorldLink set forth in this Agreement, or prior to if any representation or warranty of WorldLink shall become untrue, in either case such that any of the Effective Time conditions set forth in Article VI hereof would not be satisfied (a) "WorldLink Breach"), and such breach shall, if capable of cure, have not been cured within ten (10) days after receipt by the mutual consent party in writing breach of Purchaser and Seller (a notice from the “Termination Date”)non-breaching party setting forth in detail the nature of such breach; (c) any time prior to the Effective TimeBy WorldLink, by Purchaser or Seller in writing if the other shall have (i) been in upon a material breach of any representation and warranty in any respect as would violate representation, warranty, covenant or agreement on the closing condition part of Momentum set forth in Section 7.1 this Agreement, or, if any representation or Section 7.2warranty of Momentum shall become untrue, as applicable (as if in either case such representation and warranty had been made on and as that any of the date conditions set forth in Article VII hereof and on the date of the notice of breach referred to belowwould not be satisfied (a "Momentum Breach"), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has shall, if capable of cure, not have been cured within ten (10) days after receipt by the earlier party in breach of thirty (30) calendar days after a notice from the giving of notice to the non-breaching party setting forth in detail the nature of such breach or the Effective Timebreach; (d) By either WorldLink or Momentum, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by Purchaserwritten notice of either WorldLink or Momentum, immediately upon if the Texas Department Closing shall not have been consummated as a result of Banking (Momentum, WorldLink or WorldLink having failed to receive all required regulatory approvals or consents with respect to this transaction or as the “Banking Department”result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(d) naming shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the FDIC as receiver cause of, or resulted in, the failure of Seller;the Closing to occur on or before this date. (e) by Seller By either WorldLink or Purchaser in writing at any time after any applicable Momentum if a court of competent jurisdiction or governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of XXX Xxxxxxxxxxx, XXX and REBL; b. By REBL, upon a material breach of any representation, warranty, covenant or agreement on the part of RHL or the RHL Stockholder set forth in this Agreement, or if any representation or warranty of RHL or the RHL Stockholder shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser c. By RHL or Sellerany RHL Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of REBL set forth in this Agreement, or, if any representation or warranty of REBL shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By any party, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser RHL or SellerREBL, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of REBL or RHL having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Global 2, Global 1, and TUAA; b. By TUAA, upon a material breach of any representation, warranty, covenant or agreement on the part of Global 2 or Global 1 set forth in this Agreement, or if any representation or warranty of Global 2 or the Global 1 shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (an " Global 2 Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By Global 2, upon a material breach of any representation, warranty, covenant or agreement on the part of TUAA set forth in this Agreement, or, if any representation or warranty of TUAA shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (an "TUAA Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach.; d. By either TUAA or Global 2, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Global 2 or SellerTUAA, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of TUAA or Global 2 having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Global 2 or TUAA if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or SellerBy the mutual written consent of the Shareholders, upon notice in writing five (5) calendar days in advance of such terminationITC, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller;Phoenix. (b) at By Phoenix, upon a material breach of any time representation, warranty, covenant or agreement on the part of ITC and the Shareholders set forth in this Agreement, or prior to if any representation or warranty of ITC or the Effective Time Shareholders shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "ITC Breach"), and such breach shall, if capable of cure, have not been cured within ten (10) days after receipt by the mutual consent party in writing breach of Purchaser and Seller (a notice from the “Termination Date”)non-breaching party setting forth in detail the nature of such breach; (c) any time prior to By the Effective TimeShareholders and ITC, by Purchaser or Seller in writing if the other shall have (i) been in upon a material breach of any representation and warranty in any respect as would violate representation, warranty, covenant or agreement on the closing condition part of Phoenix set forth in Section 7.1 this Agreement, or, if any representation or Section 7.2warranty of Phoenix shall become untrue, as applicable (as if in either case such representation and warranty had been made on and as that any of the date conditions set forth in Article VII hereof and on the date of the notice of breach referred to belowwould not be satisfied (a "Phoenix Breach"), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has shall, if capable of cure, not have been cured within ten (10) days after receipt by the earlier party in breach of thirty (30) calendar days after a notice from the giving of notice to the non-breaching party setting forth in detail the nature of such breach or the Effective Timebreach; (d) By either the Shareholders and ITC or Phoenix, if the Closing shall not have consummated before thirty (30) days after the date hereof; provided, however, that this Agreement may be extended by Purchaserwritten notice of either ITC or Phoenix, immediately upon if the Texas Department Closing shall not have been consummated as a result of Banking (Phoenix, the “Banking Department”Shareholders or ITC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 8.1(d) naming shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the FDIC as receiver cause of, or resulted in, the failure of Seller;the Closing to occur on or before this date. (e) by Seller By either the Shareholders and ITC or Purchaser in writing at any time after any applicable Phoenix if a court of competent jurisdiction or governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time prior to the following waysClosing: (a) by either Purchaser or Sellerthe mutual written consent of Parent, upon notice in writing five for itself and on behalf of Merger Sub and Contribution Sub, and quepasa (5) calendar days in advance with the approval of such termination, if the Closing has not occurred by the 150th calendar day following the date Board of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller;Directors); or (b) at by Parent, for itself and on behalf of Merger Sub and Contribution Sub, if all of the conditions set forth in Section 7.1 hereof shall not have been satisfied or waived on or prior to December 31, 2001 (the "TERMINATION DATE"); PROVIDED, HOWEVER, that Parent shall not have the right to terminate this Agreement pursuant to this subsection if such conditions have not been satisfied due to any time of Parent's, Merger Sub's or Contribution Sub's willful failure to fulfill or willful breach of any of its obligations under this Agreement; (c) by quepasa, if all of the conditions set forth in Section 7.2 hereof shall not have been satisfied or waived on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior ; PROVIDED, HOWEVER, that quepasa shall not have the right to the Effective Time, by Purchaser terminate this Agreement pursuant to this subsection if such conditions have not been satisfied due to quepasa's willful failure to fulfill or Seller in writing if the other shall have (i) been in willful breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Timeits obligations under this Agreement; (d) by PurchaserParent, immediately upon the Texas Department for itself and on behalf of Banking Merger Sub and Contribution Sub, if (the “Banking Department”i) naming the FDIC as receiver of Seller; (e) there has been a breach by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval quepasa of any application of either party its representation or warranties, or covenants or agreements set forth in this Agreement the effect of which is a quepasa Material Adverse Effect, which breach is not curable; PROVIDED that if such breach is curable by quepasa through the exercise of their reasonable best efforts and for so long as quepasa continues to exercise such reasonable best efforts, Parent shall not have the right to terminate this Agreement pursuant to this subsection, or (ii) the Board of Directors of quepasa (x) fails to recommend the approval and adoption of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of this Agreement and the transactions contemplated hereby is to quepasa's stockholders in effect and has become final and nonappealable; (gaccordance with Section 6.3(b) by either Purchaser or Sellerhereof, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (iiy) if the Leased Asset Sale has not occurred prior to September 15, 2011 withdraws or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; amends or (ii) withdrawn or modified, modifies in any a manner that is adverse to Purchaser, Parent its recommendation or approval in respect of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoinghereby; (ie) at by quepasa, if there has been a breach by Parent, Merger Sub or Contribution Sub of any time prior to of its representations or warranties, covenants or agreements set forth in this Agreement the Closing effect of which is a Parent Material Adverse Effect, which breach is not curable; PROVIDED that if such breach is curable by Seller if prior to ClosingParent, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in Merger Sub or Contribution Sub through the exercise of its fiduciary dutiestheir reasonable best efforts and for so long as Parent, based as Merger Sub or Contribution Sub continues to legal matters on exercise such reasonable best efforts, quepasa shall not have the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure right to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as pursuant to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4subsection; (jf) by Purchaser Parent, for itself and on behalf of Merger Sub and Contribution Sub, if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions a Stockholders Meeting contemplated by Section 6.2(c) hereof (including any adjournment or postponement thereof) shall have been held and the Agreementstockholders of quepasa shall have failed to approve the Merger in accordance with the Organizational Documents of quepasa and the NGCL; (kg) By Seller or Purchaser by quepasa in connection with entering into a definitive agreement concerning a Superior Proposal, subject to and in accordance with quepasa's compliance with Section 6.5 hereof (including the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Departmentnotice provisions therein); or (lh) By Purchaser pursuant by quepasa if the Fairness Opinion is not delivered to Section 5.15 quepasa's Board of Directors by September 15, 2001, or Section 8.3if it is withdrawn by FBR at any time after its issuance and prior to the Effective Time.

Methods of Termination. This Agreement may be terminated in any one of the following ways: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to before the Effective Time Closing Date by the mutual consent in writing of the Purchaser and the Seller; (b) on the Closing Date by the Purchaser in writing if the conditions set forth in Article VIII (excepting Section 8.6) of this Agreement shall not have been met by the Seller (or waived in writing by the “Termination Date”)Purchaser; (c) any time prior to the Effective Time, expiration of the Real Estate Due Diligence Period by the Purchaser in writing if the conditions set forth in Section 8.6 of this Agreement shall not have been met by the Seller or waived in writing by the Purchaser; (d) on the Closing Date by the Seller in writing if the conditions set forth in Article IX of this Agreement shall not have been met or waived in writing by the Seller; (e) at any time on or before the Closing Date by the Purchaser or the Seller in writing if the other party shall have (i) been in breach of any representation and or warranty in any material respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking obligation or obligation agreement contained herein, and in each case such breach would permit the other party not to complete the transactions provided for in the Agreement as described in Sections 8.1 or 8.2 (in the case of a breach by the Seller) or Sections 9.1 or 9.2 (in the case of a breach by the Purchaser) and such breach is not curable, or if curable has not been cured by the earlier of the date thirty (30) calendar days after the giving date of the notice to the breaching party of such breach or the Effective TimeClosing Date; (df) by Purchaser, immediately upon either the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or the Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect regulatory approvals required pursuant to Section 3.1 has been denied and has become final and nonappealable;all periods for appeal have expired without appeal; and (g) by either the Seller or the Purchaser or Seller, (i) in writing if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement hereby are not consummated on or before May 1, 2009, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement;conditions set forth herein; or (h) at any time prior to by the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending of casualty or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser condemnation pursuant to Section 5.15 Sections 3.17 or Section 8.33.21 herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Masterise, Masterise Shareholders, and GEOS; b. By GEOS, upon a material breach of any representation, warranty, covenant or agreement on the part of Masterise or Masterise Shareholders set forth in this Agreement, or if any representation or warranty of Masterise or the Masterise Shareholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "Masterise Breach"), and such breach shall, if capable of cure, has not been cured within Thirty (30) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By Masterise, upon a material breach of any representation, warranty, covenant or agreement on the part of GEOS set forth in this Agreement, or, if any representation or warranty of GEOS shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "GEOS Breach"), and such breach shall, if capable of cure, not have been cured within Thirty (30) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach.; d. By either GEOS or Masterise, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before Ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Masterise or SellerGEOS, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of GEOS or Masterise having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Masterise or GEOS if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of prior to the following waysClosing: (a) by either Purchaser or mutual written agreement of the Parties; (b) by Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of March 3, 2014, provided that a default by Seller under this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to is not responsible for the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”)Closing not having occurred; (c) any time prior to by Purchaser, if the Effective TimeClosing has not occurred by March 3, 2014, provided that a default by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Guarantor under this Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has responsible for the Closing not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Timehaving occurred; (d) by PurchaserSeller in writing if Purchaser or Guarantor shall (i) fail to perform any of their respective covenants or agreements contained herein required to be performed by them prior to the date of such termination or (ii) breach any of their respective representations or warranties contained herein or if any such representations or warranties become inaccurate, immediately upon in each case so as to cause a condition to the Texas Department Closing to be incapable of Banking satisfaction, which failure, breach or inaccuracy is not cured within fifteen (the “Banking Department”15) naming the FDIC as receiver days after Seller has notified Purchaser in writing of Sellerits intent to terminate this Agreement pursuant to this Section 11.01(d); (e) by Seller or Purchaser in writing at if Seller shall (i) fail to perform any time of its covenants or agreements contained herein required to be performed by it prior to the date of such termination or (ii) breach any of its representations or warranties contained herein or if any such representations or warranties become inaccurate, in each case so as to cause a condition to the Closing to be incapable of satisfaction, which failure, breach or inaccuracy is not cured within fifteen (15) days after any applicable regulatory authority Purchaser has denied, by final non-appealable order, approval notified Seller in writing of any application of either party for approval of the transactions contemplated herein;its intent to terminate this Agreement pursuant to this Section 11.01(e); or (f) by Purchaser or Seller, Seller in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser writing pursuant to Section 5.15 6.01(b), Section 6.01(c) or Section 8.36.01(d).

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, PACIFIC and SHELL; b. By SHELL, upon a material breach of any representation, warranty, covenant or agreement on the part of PACIFIC or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of PACIFIC or the SHAREHOLDERS shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "PACIFIC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By PACIFIC, upon a material breach of any representation, warranty, covenant or agreement on the part of SHELL set forth in this Agreement, or, if any representation or warranty of SHELL shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "SHELL Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either SHELL or PACIFIC, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser PACIFIC or SellerSHELL, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of SHELL or PACIFIC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either PACIFIC or SHELL if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Origin Orbit, Oracular Dragon, and AOPM; b. By AOPM, upon a material breach of any representation, warranty, covenant or agreement on the part of Origin Orbit or Oracular Dragon set forth in this Agreement, or if any representation or warranty of Origin Orbit or the Oracular Dragon shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "Origin Orbit Breach"), and such breach shall, if capable of cure, has not been cured within Thirty (30) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By Origin Orbit, upon a material breach of any representation, warranty, covenant or agreement on the part of AOPM set forth in this Agreement, or, if any representation or warranty of AOPM shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "AOPM Breach"), and such breach shall, if capable of cure, not have been cured within Thirty (30) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach.; d. By either AOPM or Origin Orbit, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before Ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Origin Orbit or SellerAOPM, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of AOPM or Origin Orbit having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Origin Orbit or AOPM if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, CIEC and MBYTF; b. By MBYTF, upon a material breach of any representation, warranty, covenant or agreement on the part of CIEC or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of CIEC or the SHAREHOLDERS shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "CIEC Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By CIEC, upon a material breach of any representation, warranty, covenant or agreement on the part of MBYTF set forth in this Agreement, or, if any representation or warranty of MBYTF shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "MBYTF Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either MBYTF or CIEC, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser CIEC or SellerMBYTF, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of MBYTF or CIEC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either CIEC or MBYTF if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in any of the following ways: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; (b) at any time on or prior to before the Effective Time Closing by the mutual consent in writing of Seller, on the one hand, and Parent and Purchaser and Seller (on the “Termination Date”)other hand; (cb) any time prior to the Effective Time, by Parent or Purchaser or if Seller in writing if the other shall have (i) been is in breach of any representation and or warranty in any material respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and or warranty had been made on and as of the date hereof and on the date of the written notice of breach referred to belowbelow and without regard to any materiality qualifier contained therein), or (ii) failed to perform, in any has committed a material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such alleged breach has not been cured by the earlier of thirty (30) calendar 30 days after the giving of notice to the breaching party party; (c) by Seller if Parent or Purchaser is in breach of any representation or warranty in any material respect (as if such representation or warranty had been made on and as of the date hereof and on the date of the written notice of breach referred to below and without regard to any materiality qualifier contained therein), or has committed a material breach of any covenant, undertaking or obligation contained herein, and such alleged breach has not been cured by the Effective Timeearlier of 30 days after the giving of notice to the breaching party; (d) by PurchaserSeller, immediately upon Parent or Purchaser at any time after any of the Texas Department regulatory authorities has denied, by final, non-appealable order, any application by Parent and Purchaser for approval of Banking (the “Banking Department”) naming the FDIC as receiver of Sellertransactions contemplated hereby; (e) by Seller Seller, Parent or Purchaser in writing at if the transactions contemplated hereby are not consummated on or before October 31, 2010, or such later date as shall have been approved by Parent or Purchaser, on the one hand, and Seller, on the other hand; provided, that the right to terminate under this Section 8.01(e) shall not be available to any time after party whose failure to fulfill any applicable regulatory authority material obligation under this Agreement has deniedbeen the cause of, by final non-appealable orderor has resulted in, approval of any application of either party for approval the failure of the transactions contemplated hereinhereby to become effective on or before such date and, provided, further, that in the event that the conditions set forth in Section 6.05 or Section 7.05 have not been satisfied, then the aforementioned date shall be automatically extended to December 31, 2010; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) Seller if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to date specified for Closing, Seller has received a bona fide Acquisition Proposal (as defined below) and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal (as defined below) and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to either Seller’s Board of Directors; provided, however, that termination under this clause (ih) shall not be deemed effective until payment of the Termination Fee required by Section 8.4;8.03; and (jg) by Parent or Purchaser at any time prior to the date specified for Closing, if it reasonably determinesSeller or Encore Bancshares, in good faithInc. (“Bancshares”) enters into or consummates any agreement with any unaffiliated third party concerning any purchase or acquisition of Seller or Bancshares or substantially all of their respective assets by any unaffiliated third party through any type of corporate reorganization, that an Order stock acquisition or any regulatory approval imposes any condition exchange, asset purchase or requirement which would materially and adversely impact other similar transaction (a “Seller Transaction”), unless such Seller Transaction expressly provides for the economic or business benefits purchase of the transactions contemplated Assets and the assumption of the Liabilities of Seller by the Purchaser as provided for in this Agreement; (k) By Seller or . In no event may Purchaser in the event the transactions contemplated by terminate this Agreement cannot be consummated due without the Parent’s prior termination. The Parent is authorized by Purchaser to any pending or threatened consent order, memorandum terminate this Agreement for and on behalf of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3Purchaser.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, DPI and Parallel; b. By Parallel, upon a material breach of any representation, warranty, covenant or agreement on the part of DPI or the SHAREHOLDERS set forth in this Agreement, or if any representation or warranty of DPI or the SHAREHOLDERS shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "DPI Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By DPI, upon a material breach of any representation, warranty, covenant or agreement on the part of Parallel set forth in this Agreement, or, if any representation or warranty of Parallel shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "Parallel Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either Parallel or DPI, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser DPI or SellerParallel, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of Parallel or DPI having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either DPI or Parallel if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time prior to the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance the mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser Sellers and SellerPurchaser; (b) at any time on by Purchaser, if all of the conditions set forth in Article 6 of this Agreement shall not have been satisfied or prior to waived within one hundred eighty (180) days after the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”)date hereof; (c) any time prior to by Sellers, if all of the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition conditions set forth in Section 7.1 Article 7 of this Agreement shall not have been satisfied or Section 7.2, as applicable waived within one hundred eighty (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii180) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Timedate hereof; (d) by Purchaser, immediately upon if any of Sellers' or the Texas Department of Banking Company's representations, warranties or covenants herein are materially untrue, inaccurate, breached or failed to be performed and such misrepresentation, breach or failure is not cured in all material respects within thirty (the “Banking Department”30) naming the FDIC as receiver of Sellerdays after Seller receives notice thereof from Purchaser; (e) by Seller Sellers, if any of Purchaser's representations, warranties or covenants herein are materially untrue, inaccurate, breached or failed to be performed, and such misrepresentation, breach or failure is not cured in all material respects within thirty (30) days after Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated hereinreceives notice thereof from Seller; (f) by Purchaser if a court of competent jurisdiction or SellerGovernmental Entity shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use all reasonable efforts to lift), in the event that an Order each case permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement;, and such order, decree, ruling or other action shall have become final and nonappealable; or (hg) at any time by Purchaser if, subsequent to the date hereof and prior to the Closing by Purchaser if Seller’s Board of Directors Date, there is any material adverse change in the Company, as defined in Section 2.11 hereof. Notwithstanding the foregoing, no party shall have (i) resolved the right to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of terminate this Agreement unilaterally pursuant to Section 10.1(b), 10.1(c), 10.1(d) or 10.1(e) if the failure to consummate the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior be primarily attributable to the Closing by Seller if prior party seeking such unilateral termination or to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise any affiliate of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3party.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of SHAREHOLDERS, CIEC and XHT; b. By XHT, upon a material breach of any representation, warranty, covenant or agreement on the part of CIEC set forth in this Agreement, or if any representation or warranty of CIEC shall become untrue, in either case such that any of the following ways:conditions set forth in Article V hereof would not be satisfied (a "CIEC Breach"), and such breach shall, if capable of cure, have not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By CIEC, upon a material breach of any representation, warranty, covenant or agreement on the part of XHT or the SHAREHOLDERS set forth in this Agreement, or, if any representation or warranty of XHT or the SHAREHOLDERS shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "XHT Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either XHT or CIEC, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser CIEC or SellerXHT, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of XHT or CIEC having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either CIEC or XHT if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time prior to the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser Seller and SellerPurchaser; (b) at any time by either Seller or Purchaser, upon written notice to the other, if the transactions contemplated by this Agreement shall not have been consummated on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller before March 3, 2010 (the “Termination Date”), unless the failure of such occurrence shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the agreements set forth herein required to be performed or observed by such party at or before the Closing; provided, however, that in the event that the condition set forth in Section 8.1 is the only condition (other than conditions which by their nature can only be satisfied at Closing) which has not been satisfied by the Termination Date, the Termination Date shall automatically be extended by sixty (60) calendar days; (c) by Seller, upon written notice to Purchaser specifying the nature of any time prior to the Effective Timesuch breach and requesting that it be remedied, by Purchaser or Seller in writing if the other there shall have been any breach of any representation, warranty, covenant or agreement of Purchaser set forth in this Agreement or if any representation or warranty of Purchaser shall have become untrue, in either case (i) been such that the conditions set forth in Section 10.1 would not be satisfied and (ii) such breach is not curable, or if curable, is not cured within forty-five (45) calendar days after receipt by Purchaser of such written notice from Seller; provided, however, that Seller shall not have the right to terminate this Agreement pursuant to this Section 13.1(c) if it, at such time, is in breach of any representation and warranty representation, warranty, covenant or agreement set forth in any respect as would violate this Agreement such that the closing condition conditions set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to 9.1 would not be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Timesatisfied; (d) by Purchaser, immediately upon written notice to Seller specifying the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval nature of any application such breach and requesting that it be remedied, if there shall have been any breach of either party for approval any representation, warranty, covenant or agreement of the transactions contemplated herein; (f) by Purchaser Seller set forth in this Agreement or Sellerif any representation or warranty of Seller shall have become untrue, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, case (i) if Seller does such that the conditions set forth in Section 9.1 would not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement be satisfied and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has such breach is not occurred prior to September 15curable, 2011 or if Seller shall curable, is not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate the transactions contemplated by this Agreement; cured within forty-five (h45) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing calendar days after receipt by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directorswritten notice from Purchaser; provided, however, that termination under this clause (i) Purchaser shall not be deemed effective until payment of have the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by right to terminate this Agreement canpursuant to this Section 13.1(d) if it, at such time, is in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that the conditions set forth in Section 10.1 would not be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Departmentsatisfied; or (le) By Purchaser pursuant by either Seller or Purchaser, upon written notice to Section 5.15 the other, if any Governmental Entity of competent jurisdiction, including the Office of Thrift Supervision, issues a final, nonappealable order or Section 8.3decision prohibiting or otherwise disapproving the consummation of any material transaction contemplated hereby.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Changda, Changda Shareholders, and PDWK; b. By PDWK, upon a material breach of any representation, warranty, covenant or agreement on the part of Changda or Changda Shareholders set forth in this Agreement, or if any representation or warranty of Changda or the Changda Shareholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "Changda Breach"), and such breach, if capable of cure, has not been cured within Thirty (30) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By Changda, upon a material breach of any representation, warranty, covenant or agreement on the part of PDWK set forth in this Agreement, or, if any representation or warranty of PDWK shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "PDWK Breach"), and such breach shall, if capable of cure, not have been cured within Thirty (30) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By either PDWK or Changda, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before Ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaserdate hereof; provided, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has deniedhowever, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement may be extended by written consent of both Changda and the Leased Asset Sale by August 31PDWK, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of PDWK or Changda having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date; e. By either Changda or PDWK if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in and the transactions contemplated hereby may be abandoned at any of time before the following waysClosing: (a) by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance By the mutual written consent of such termination, if the Closing has not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Sellerparties; (b) at By either or both of Befut Nevada and Befut BVI, upon a material breach of any time representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or prior to if any representation or warranty of the Effective Time Company shall become untrue, in either case such that any of the conditions set forth in Article VI hereof would not be satisfied (a "Company Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the mutual consent party in writing breach of Purchaser and Seller (a notice from the “Termination Date”)non-breaching party setting forth in detail the nature of such breach; (c) any time prior to By the Effective TimeCompany, by Purchaser or Seller in writing if the other shall have (i) been in upon a material breach of any representation and warranty in any respect as would violate representation, warranty, covenant or agreement on the closing condition part of either or both of Befut Nevada or Befut BVI set forth in Section 7.1 this Agreement, or, if any representation or Section 7.2warranty of Befut Nevada and/or Befut BVI shall become untrue, as applicable (as if in either case such representation and warranty had been made on and as that any of the date conditions set forth in Article V hereof and on the date of the notice of breach referred to belowwould not be satisfied (a "Befut Breach"), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has shall, if capable of cure, not have been cured within ten (10) days after receipt by the earlier party in breach of thirty (30) calendar days after a written notice from the giving of notice to the non-breaching party setting forth in detail the nature of such breach or the Effective Timebreach.; (d) By any party, if the Closing shall not have consummated before ninety (90) days after the date hereof; provided, however, that this Agreement may be extended by Purchaserwritten notice of either the Company, immediately upon on one hand, and either or both of Befut Nevada or Befut BVI, on the Texas Department other hand, if the Closing shall not have been consummated as a result of Banking (the “Banking Department”other party or parties having failed to receive all required regulatory approvals or consents with respect to this transaction or as the result of the entering of an order as described in this Agreement; and further provided, however, that the right to terminate this Agreement under this Section 7.1(d) naming shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the FDIC as receiver cause of, or resulted in, the failure of Seller;the Closing to occur on or before this date. (e) by Seller By any party if a court of competent jurisdiction or Purchaser in writing at any time after any applicable governmental, regulatory authority has denied, by final non-appealable or administrative agency or commission shall have issued an order, approval of decree or ruling or taken any application of either party for approval of other action (which order, decree or ruling the transactions contemplated herein; (f) by Purchaser parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from the Leased Asset Sale sufficient to consummate otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of Goodintend, Goodintend Shareholders, and AA2; b. By AA2, upon a material breach of any representation, warranty, covenant or agreement on the part of Goodintend or Goodintend Shareholders set forth in this Agreement, or if any representation or warranty of Goodintend or Goodintend Shareholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied (a "Goodintend Breach"), and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser or Sellerc. By Goodintend, upon a material breach of any representation, warranty, covenant or agreement on the part of AA2 set forth in this Agreement, or, if any representation or warranty of AA2 shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied (a "AA2 Breach"), and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach.; d. By either AA2 or Goodintend, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser Goodintend or SellerAA2, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of AA2 or Goodintend having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By either Goodintend or AA2 if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time before the Closing: a. By the mutual written consent of BPMX Stockholders, BPMX and TPND; b. By TPND, upon a material breach of any representation, warranty, covenant or agreement on the part of BPMX or the BPMX Stockholders set forth in this Agreement, or if any representation or warranty of BPMX or the BPMX Stockholders shall become untrue, in either case such that any of the following ways:conditions set forth in Article VI hereof would not be satisfied, and such breach shall, if capable of cure, has not been cured within ten (10) days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach; (a) by either Purchaser c. By BPMX or Sellerany BPMX Stockholder, upon a material breach of any representation, warranty, covenant or agreement on the part of TPND set forth in this Agreement, or, if any representation or warranty of TPND shall become untrue, in either case such that any of the conditions set forth in Article V hereof would not be satisfied, and such breach shall, if capable of cure, not have been cured within ten (10) days after receipt by the party in breach of a written notice from the non-breaching party setting forth in writing five (5) calendar days in advance detail the nature of such terminationbreach; d. By any party, if the Closing has shall not occurred by the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and Seller; consummated before ninety (b90) at any time on or prior to the Effective Time by the mutual consent in writing of Purchaser and Seller (the “Termination Date”); (c) any time prior to the Effective Time, by Purchaser or Seller in writing if the other shall have (i) been in breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of date hereof; provided, however, that this Agreement may be extended by written notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser BPMX or SellerTPND, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller Closing shall not have received minimum sale proceeds from been consummated as a result of TPND or BPMX having failed to receive all required regulatory approvals or consents with respect to this transaction or as the Leased Asset Sale sufficient result of the entering of an order as described in this Agreement; and further provided, however, that the right to consummate terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to fulfill any obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before this date. e. By any party if a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use its best efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; (h) at any time prior to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3.

Methods of Termination. This Agreement may be terminated in at any of time prior to the following waysClosing: (a) by either Purchaser written agreement of the parties hereto; (b) by the Buyer or Seller, upon notice in writing five (5) calendar days in advance of such termination, the Member Representative if the Closing has not occurred by the 150th calendar day following on or before 60 days after the date of this Agreement (or such later date as shall have been mutually agreed to the parties may agree in writing by Purchaser and Seller; upon) (b) at any time such date the “Outside Date”); provided, however, that, if the Closing does not occur on or prior to the Effective Time by Outside Date solely as a result of the mutual pending consent or approval of a Governmental Authority with respect to filings pursuant to the HSR Act, the Outside Date shall be extended until the earlier to occur of (x) the date that is six months following the Outside Date or (y) the date on which the parties receive notice from such Governmental Authority that the transactions contemplated hereby shall not receive approval pursuant to the HSR Act; provided, further, no party shall be entitled to terminate this Agreement pursuant to this Section 14.01(b) if such party is in writing material breach of Purchaser this Agreement and Seller (provided that Member Representative shall not be entitled to terminate this Agreement pursuant to this Section 14.01(b) if the “Termination Date”)Settlement Agreement has not yet been signed; (c) any time prior to by the Effective TimeMember Representative, by Purchaser or Seller in writing if the other shall have (i) been Company, the Members and Merit are not then in material breach of any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2term of this Agreement, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the upon written notice of breach referred to below)Buyer, or (ii) failed to perform, in any upon a material respect, any covenant, undertaking or obligation required to be performed prior to the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenantrepresentation, undertaking warranty or obligation covenant of Buyer contained herein, and in this Agreement; provided that such breach is not capable of being cured or has not been cured by the earlier of within thirty (30) calendar days after the giving of notice thereof by the Member Representative to the breaching party of such breach or the Effective Time;Buyer; or (d) by PurchaserBuyer, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser if Buyer is not then in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval material breach of any application term of either party for approval this Agreement, upon written notice to the Member Representative, upon a material breach of any representation, warranty or covenant of the transactions contemplated herein; (f) by Purchaser Company, the Members or Seller, Merit contained in the event this Agreement; provided that an Order prohibiting such breach is not capable of being cured or making illegal the consummation of the transactions contemplated hereby is in effect and has become final and nonappealable; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred prior to September 15, 2011 or if Seller shall not have received minimum sale proceeds from been cured within thirty (30) days after the Leased Asset Sale sufficient to consummate the transactions contemplated giving of notice thereof by this Agreement; (h) at any time prior Buyer to the Closing by Purchaser if Seller’s Board of Directors shall have (i) resolved to accept an Acquisition Proposal; or (ii) withdrawn or modified, in any manner that is adverse to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing; (i) at any time prior to the Closing by Seller if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause (i) shall not be deemed effective until payment of the Termination Fee required by Section 8.4; (j) by Purchaser if it reasonably determines, in good faith, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact the economic or business benefits of the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3Member.

Methods of Termination. This Agreement may be terminated in any of the following ways---------------------- terminated: (a) at any time prior to the Transfer Date, by either Purchaser or Seller, upon notice in writing five (5) calendar days in advance mutual written agreement of such termination, if the Closing has not occurred by Seller and the 150th calendar day following the date of this Agreement or such later date as shall have been mutually agreed to in writing by Purchaser and SellerAcquiror; (b) at any time on by either the Seller or prior to the Effective Time Acquiror, if the Closing shall not have occurred by March 31, 2008 or if the Transfer Date has not occurred by the mutual consent in writing second (2nd) anniversary of Purchaser and Seller the Closing Date (the “Termination Date”relevant date being referred to herein as the "TERMINATION DATE"); provided, however, that the right to terminate the Agreement pursuant to this Section 12.1(b) --------------- shall not be available to a party if such party's failure to perform in all material respects any of their obligations under this Agreement or any Related Agreement results in the failure of the Closing to occur by such time; (c) at any time prior to the Effective TimeTransfer Date by either the Seller or the Acquiror, by Purchaser or Seller if there shall be in writing if the other shall have (i) been in breach of effect any representation and warranty in any respect as would violate the closing condition set forth in Section 7.1 or Section 7.2, as applicable (as if such representation and warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or (ii) failed to perform, in any material respect, any covenant, undertaking or obligation required to be performed prior to Law that prohibits the Closing Date, and the party seeking to terminate the Agreement is not in breach of any covenant, undertaking or obligation contained herein, and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Effective Time; (d) by Purchaser, immediately upon the Texas Department of Banking (the “Banking Department”) naming the FDIC as receiver of Seller; (e) by Seller or Purchaser in writing at any time after any applicable regulatory authority has denied, by final non-appealable order, approval of any application of either party for approval of the transactions contemplated herein; (f) by Purchaser or Seller, in the event that an Order prohibiting or making illegal the consummation of the transactions contemplated hereby at the Transfer Date or if such transactions would violate any non-appealable Order, issued by a competent Governmental Entity, that permanently restrains, enjoins or prohibits the consummation of the transactions contemplated by this Agreement; (d) at any time prior to the Closing Date by either the Seller or the Acquiror (as the non-breaching party), if the other party has breached any material representation, warranty, covenant or agreement hereunder, such breach causes any condition to Closing hereunder as set forth in ARTICLE IX to ---------- not be satisfied, such breach has not been waived by the non-breaching party, and the breach has not been cured within a period of thirty (30) days following the terminating party's written notice of such breach and the breaching party is diligently proceeding to cure such breach during such period, unless such breach is not capable of cure, in effect which event the non-breaching party may terminate immediately; (e) at any time prior to the Transfer Date by either the Seller or the Acquiror (as the non-breaching party), if the other party has breached any material representation, warranty, covenant or agreement hereunder, such breach causes any condition to the transfer of the Purchased Assets and Assumed Liabilities on the Transfer Date set forth in ARTICLE X to not be --------- satisfied, such breach has become final not been waived by the non-breaching party, and nonappealablethe breach has not been cured within a period of thirty (30) days following the terminating party's written notice of such breach and the breaching party is diligently proceeding to cure such breach during such period, unless such breach is not capable of cure, in which event the non-breaching party may terminate immediately; (f) at any time prior to the Transfer Date by Acquiror, if there shall has been any materially adverse changes to the FDA requirements necessary for Seller to submit a Complete Response amendment filing pursuant to the Manual of Policies and Procedures 6020.4, or any successor manual of policies and procedures; (g) by either Purchaser or Seller, (i) if Seller does not obtain regulatory or other required approval, including at any required shareholder approval, for the transactions contemplated by this Agreement and the Leased Asset Sale by August 31, 2011 or (ii) if the Leased Asset Sale has not occurred time prior to September 15the Closing Date by the Acquiror, 2011 or if a Seller Material Adverse Effect shall not have received minimum sale proceeds from occurred since the Leased Asset Sale sufficient to consummate the transactions contemplated by date of this Agreement; (h) at any time prior to the Closing Transfer Date by Purchaser the Acquiror, if Seller’s Board of Directors shall have the FDA requires (i) resolved any additional clinical studies to accept an Acquisition Proposal; be conducted prior to the Gestiva NDA Approval Date for the approval of Gestiva or (ii) withdrawn any additional studies to be conducted following the Gestiva NDA Approval Date which shall be materially more expensive or modifiedtime consuming than the studies set forth on Schedule 12.1(h), such schedule to be mutually agreed upon by the ---------------- parties in any manner that is adverse good faith prior to Purchaser, its recommendation or approval of this Agreement or the transactions contemplated hereby or recommended to Seller’s shareholder acceptance or approval of any alternative Acquisition Proposal, or shall have resolved to do the foregoing;Closing Date; or (i) at any time prior to the Closing Transfer Date by Seller the Acquiror, if prior to Closing, Seller has received a bona fide Acquisition Proposal and Seller’s Board of Directors determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the advice of independent legal counsel and an investment banking firm of national reputation, that such alternative Acquisition Proposal (if consummated pursuant to its terms) is a Superior Proposal and that the failure to terminate this Agreement and accept such Superior Proposal would be inconsistent with the proper exercise of such fiduciary duties as to Seller’s Board of Directors; provided, however, that termination under this clause FDA (i) shall not be deemed effective until payment revokes or rejects Gestiva's orphan drug exclusivity, (ii) reinstates approval of a previously approved product containing the Termination Fee required by Section 8.4; API or (jiii) by Purchaser if it reasonably determinesapproves an ANDA or NDA which relies, in good faithwhole or in part, that an Order or any regulatory approval imposes any condition or requirement which would materially and adversely impact upon a previously approved product containing the economic or business benefits of API as the transactions contemplated by the Agreement; (k) By Seller or Purchaser in the event the transactions contemplated by this Agreement cannot be consummated due to any pending or threatened consent order, memorandum of understanding or other regulatory agreement between Seller and the FDIC or the Banking Department; or (l) By Purchaser pursuant to Section 5.15 or Section 8.3reference drug.