Common use of Right of Termination Clause in Contracts

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller on the Closing Date if the conditions set forth in ARTICLE 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in ARTICLE 9 have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Buyer or Seller if the Closing shall not have occurred on or before October December 31, 20132012; (e) by either Buyer or Seller if any Governmental Authority shall have issued a final and non-appealable order, judgment, or decree or taken any other final and non-appealable action challenging, restraining, enjoining, prohibiting, or invalidating the consummation of any of the transactions contemplated herein; (f) by either Buyer or Seller if (i) the aggregate amount of the Title Defect Values with respect to all Title Defects asserted by Buyer reasonably and in good faith (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits) plus (ii) the aggregate amount of the Environmental Defect Values with respect to all Environmental Defects asserted by Buyer reasonably and in good faith plus (iii) the aggregate amount of all Casualty Losses exceeds twenty-five percent (25%) of the unadjusted Purchase Price or if the Purchase Price Adjustments for all preferential rights to purchase independently exceed twenty-five percent (25%) of the unadjusted Purchase Price; (g) by either Seller or Buyer if between execution of this Agreement and Closing, an event should occur having a Material Adverse Effect on the ownership, operation, or value of the Assets; or (h) as otherwise provided herein. provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b), (c), or (d) above if such Party is at such time in material breach Breach of its representations and warranties set forth in any provision of this Agreement Agreement, or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any Party instigates a proceeding of the Cinco Purchase Agreements; (c) by either Seller nature described in Section 8.03 or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect9.03.

Right of Termination. This Agreement and Lessee shall have the transactions contemplated hereby may be completely terminated right, at its option at any time at or prior from time to time during the Closing: (a) by mutual written consent Basic Term on or after the seventh anniversary of the Parties; Basic Term Commencement Date to terminate the Lease with respect to any or all of the Units (b) by either Seller or Buyer if provided that, Lessee shall exercise such termination hereunder and under the Closing shall not have occurred on or before October 31, 2013; provided, however, that comparable provisions contained in the Other Leases (i) with respect to at least 100 railcars and, (ii) the determination as to which Units are subject to termination shall otherwise be made by Lessee on a random basis without discrimination based on maintenance status, operating condition of the Units in question or otherwise) (such Units, the "Terminated Units") if (x) Lessee determines in good faith (as evidenced by a certified copy of a resolution adopted by the General Partner's Board of Directors and a certificate executed by the Chief Financial Officer of the General Partner and the Chief Financial Officer of the Manager) that such Units have become obsolete or surplus to Lessee's requirements, (y) Lessor has received (i) an Officer's Certificate from Lessee and the Manager to the effect that there has been no Party discrimination in the selection of the Terminated Units when measured against the other Units, and that, following the termination of this Lease with respect to the Terminated Units, the Units remaining subject to this Lease will constitute a pool of Units which is of a sufficient quantity and quality to sustain over the remaining Basic Term the Coverage Ratios applicable at the time of such termination and (ii) a Rating Agency Confirmation and (z) Lessee delivers at least 120 days' prior notice to Lessor and the Indenture Trustee specifying a proposed date of termination for such Units (the "Termination Date"), which date shall have be a Rent Payment Date, any such termination to be effective on the Termination Date upon Lessee's compliance with this Section 10. Notwithstanding anything herein contained to the contrary, there shall be no determination that a Unit is surplus or obsolete for purposes of this Lease if, on the Termination Date, such Unit is subject to a Sublease. Except as expressly provided otherwise herein, there will be no conditions to Lessee's right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material Lease with respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate Terminated Units pursuant to this Section 12.1(d10.1. So long as (a) until Lessor shall not have given Lessee a notice of election to retain the Terminated Units in accordance with Section 10.3 or (b) notice of prepayment of the Equipment Notes shall not have been given pursuant to Section 2.10 of the Indenture, Lessee may withdraw the termination notice referred to above at any time prior to the 60th day prior to the scheduled Termination Date, whereupon this Lease shall continue in full force and effect with respect to the Terminated Units; provided that Lessee may not exercise its right to withdraw a termination notice more than once annually or more than four times during the Basic Term (irrespective of which Units are covered thereby). Lessee agrees that whether or not it withdraws a termination notice it will reimburse Lessor, the Policy Provider and the Indenture Trustee for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection with such time as Seller shall have had a reasonable opportunity to Cure any Title Defect termination or Remediate any Environmental Defectproposed termination.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller on the Closing Date if the conditions set forth in Article 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article 9 have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Buyer or Seller if the Closing shall not have occurred on or before October by March 31, 20132010; (e) by either Buyer or Seller if any Governmental Authority shall have issued a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, restraining, enjoining, prohibiting, or invalidating the consummation of any of the transactions contemplated herein; (f) by either Buyer or Seller if (i) the aggregate amount of the Title Defect Values with respect to all Title Defects asserted by Buyer reasonably and in good faith, and that have not been cured to Buyer’s reasonable satisfaction prior to the Closing Date (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits) plus (ii) the aggregate amount of the Environmental Defect Values with respect to all Environmental Defects asserted by Buyer reasonably and in good faith, and that have not been cured to Buyer’s reasonable satisfaction prior to the Closing Date plus (iii) the aggregate amount of all Casualty Losses exceeds twenty percent (20%) of the unadjusted Purchase Price; (g) by either Buyer or Seller if between execution of this Agreement and Closing, an event should occur having a Material Adverse Effect on the ownership, operation, or value of the Assets; or (h) as otherwise provided herein. provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (bSections 11.01(b), 11.01(c), or 11.01(d) above if such Party is at such time in material breach Breach of its representations and warranties set forth in any provision of this Agreement Agreement, or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any Party instigates a proceeding of the Cinco Purchase Agreements; (c) by either Seller nature described in Section 8.03 or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect9.03.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of HBI, prior to or at the ClosingClosing as follows, and in no other manner: (a) by By the mutual written consent of TCB and HBI, duly authorized by the Parties;board of directors of each of TCB and HBI. (b) by By either Seller HBI or Buyer TCB (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October waived by May 31, 20132020, or such later date as has been approved by the parties hereto. (c) By either TCB or HBI if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state Governmental Entity has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting this Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 9.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such Order, decree, ruling or other action. (bd) By either TCB or HBI if such Party it reasonably determines, in good faith and after consulting with counsel, there is at such time in material substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that could reasonably be expected to be materially burdensome on, or materially impair the anticipated benefits of the Merger to, TCB and its Subsidiaries and Affiliates, taken as a whole. (e) by either TCB or HBI if there has been any Material Adverse Change with respect to the other party; (f) by TCB, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of HBI or negligently any other agreement contemplated hereby, which breach or willfully failed failure to perform be true and correct, either individually or observe its covenants in the aggregate with all other breaches (or failures of such representations and agreements herein warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 8.01 or Section 8.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 9.01(f) shall not be available to TCB if it or under Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If TCB desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(f), then it must notify HBI in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. HBI shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cg) by either Seller or Buyer HBI, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of TCB or Merger Sub or any other agreement contemplated hereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to terminate this Agreement under this Section 9.01(g) shall not be available to HBI if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If HBI desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(g), then it must notify TCB in writing of its intent to terminate stating the reason therefor. TCB shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (h) By TCB or HBI, if this Agreement and the Merger are not approved by the required vote of shareholders of HBI at the Shareholders’ Meeting; provided, that HBI may only terminate this Agreement pursuant to this Section 9.01(h) if the HBI Board recommended that the shareholders of HBI vote in favor of the approval and adoption of this Agreement, the Merger and the transactions contemplated herein; orhereby. (d) If the sum of (i) By TCB in accordance with Section 5.12. (j) By TCB if HBI or the Aggregate Title Defect Value Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity. (which shall include any unresolved disputed Title Defects k) By TCB, if (i) HBI has mailed the Proxy Statement/PPM to its shareholders and any unCured Title DefectsHBI does not hold the Shareholders’ Meeting within 60 days thereafter, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsHBI Board fails to recommend that the HBI shareholders vote in favor of approval of this Agreement, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair individuals that executed a Voting Agreement or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Director Support Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall 5.22 and Section 5.23, respectively, hereto have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectviolated the terms thereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at before the Effective Time (except as otherwise set forth in this Section 10.01), whether before or prior to after approval by the ClosingLegacy stockholders or Prosperity shareholders as follows, and in no other manner: (aA) by By the mutual written consent of Legacy and Prosperity, duly authorized by the Parties;Legacy Board and the Prosperity Board, respectively. (bB) by By either Seller Legacy or Buyer Prosperity if the Closing shall not have occurred on or before October 31June 16, 20132020 (the “Closing Date Deadline”); provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 10.01(B) shall not be available to this clause (b) if any party whose action or failure to act has been the cause of or resulted in the failure of the Closing to occur on or before such Party is at date and such time in action or failure to act constitutes a material breach of its representations this Agreement. (C) By either Prosperity or Legacy if: (i) any Regulatory Approval required to be obtained pursuant to Section 9.03 or Section 8.03 has been denied by the relevant Governmental Authority and warranties set forth in this Agreement such denial has become final and nonappealable or negligently if any such Regulatory Approval includes, or willfully failed to perform will not be issued without, the imposition of a Burdensome Condition; or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority of competent jurisdiction shall have issued an order, judgment injunction, decree or decree ruling or taken any other action challenging, delaying, permanently restraining, enjoining, invalidating or otherwise prohibiting this Agreement or invalidating the consummation of any of other agreement contemplated hereby, or the transactions contemplated herein; orhereby or thereby and such order, injunction, decree, ruling or other action shall have been final and nonappealable. (dD) If By Prosperity, if Legacy shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement which breach or failure, if continuing on the sum Closing Date, would, individually or together with all other such uncured breaches or failures by Legacy, constitute grounds for the conditions set forth in Section 9.01 or Section 9.02 not to be satisfied on the Closing Date, and such breach or failure shall not have been cured within a period of 30 calendar days after written notice from Prosperity (or such fewer days as remain prior to the Closing Date Deadline). (E) By Legacy, if Prosperity shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure, if continuing on the Closing Date, would, individually or together with all other such uncured breaches or failures by Prosperity, constitute grounds for the conditions set forth in Section 8.01 or Section 8.02 not to be satisfied on the Closing Date, and such breach or failure shall not have been cured within a period of 30 calendar days after written notice from Legacy (or such fewer days as remain prior to the Closing Date Deadline). (F) By either Prosperity or Legacy, if: (i) the Aggregate Title Defect Value (Requisite Legacy Stockholder Approval shall not have been obtained at the Legacy Meeting, or any adjournment or postponement thereof, called for such purpose at which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether a vote on this Agreement is taken; or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (Requisite Prosperity Shareholder Approval shall not have been obtained at the Prosperity Meeting, or any adjournment or postponement thereof, called for such purpose at which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate vote on this Agreement upon written notice to the other parties heretois taken; provided, however, that Buyer may not the right to terminate pursuant to this Agreement under this Section 12.1(d10.01(F) until shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of the Requisite Legacy Stockholder Approval or the Requisite Prosperity Shareholder Approval, as applicable, to be obtained and such time as Seller action or failure to act constitutes a material breach of this Agreement. (G) By Prosperity, if Legacy or the Legacy Board shall have had made a reasonable opportunity Legacy Change in Recommendation or failed to Cure comply in any Title Defect material respect with its obligations under Section 1.08(B) or Remediate Section 5.12. (H) By Legacy, if Prosperity or the Prosperity Board shall have failed to comply in any Environmental Defectmaterial respect with its obligations under Section 1.08(D).

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either the Seller Parties or Buyer if the Closing shall not have occurred on or before October 31, 20132012; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsrespect; (c) by either the Seller Parties or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or; (d) If by either the Seller Parties or Buyer if the other is in material breach of this Agreement, has received notice of such breach by the asserting Party and has not cured such breach on or before October 26, 2012, unless such breach has been waived by the asserting Party. (e) Subject to the limitations on Buyer’s right to terminate described below in this Section 12.1(e), if the sum (the “Walkaway Sum”) of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title DefectsDefects that have not been Cured, whether or not the Seller has Parties have elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsDefects that have not been Remediated, whether or not the Seller has Parties have elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore replace any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, that occurs after the Allocated Value date of such Assets) this Agreement and prior to the Closing and any other Damages related thereto, exceeds 1520% of the unadjusted Purchase Price, then either the Seller Parties or Buyer may terminate this Agreement upon written notice to the other parties hereto; providedParties. Notwithstanding the preceding sentence, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as if the Seller shall have had a reasonable opportunity Parties elect to Cure any asserted Title Defects, Remediate any asserted Environmental Defects, and/or contest any asserted Title Defects, Title Defect Values, Environmental Defects, or Remediate any Environmental DefectDefect Values, and if the Curing, Remediating, and/or successfully contesting of such Title Defects, Title Defect Values, Environmental Defects, or Environmental Defect Values could reduce the Walkaway Sum to 20% or less of the unadjusted Purchase Price, then the Seller Parties shall have until October 31, 2012, to Cure, Remediate, and/or contest such Title Defects, Title Defect Values, Environmental Defects, and/or Environmental Defect Values. At such time, if the Seller Parties have not Cured, Remediated, and/or successfully contested sufficient Title Defects, Title Defect Values, Environmental Defects, and/or Environmental Defect Values to reduce the Walkaway Sum below 20% or less of the unadjusted Purchase Price, then either the Seller Parties or Buyer may terminate this Agreement upon written notice to the other Parties.

Right of Termination. This Agreement and the The transactions contemplated hereby for the Second Closing may be completely terminated and abandoned at any time at or prior to or at the ClosingSecond Closing as follows, and in no other manner: (a) by 1. By the mutual written consent of Purchaser and the Parties;Shareholders. (b) by 2. By either Seller the Shareholders or Buyer if the Closing shall not have occurred on or before October Purchaser at any time after August 31, 20132005; provided, however, provided that (i) no Party shall the conditions precedent to such parties' obligations to close specified in Articles II and III, respectively, hereof have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time not been met or waived in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect writing and (ii) such date the Second Closing shall be postponed to have not been consummated. 3. By either Purchaser or the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under Shareholders if any of the Cinco Purchase Agreements; (c) transactions contemplated by either Seller the Second Closing are disapproved by any regulatory authority whose approval is required to consummate such transactions, which disapproval is final and nonappealable, or Buyer if any Governmental Authority court of competent jurisdiction or other governmental body shall have issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting the Agreement or invalidating the consummation transactions contemplated hereby and such order, decree, ruling or other action shall have become final and nonappealable. 4. By Purchaser if it reasonably determines, in good faith and after consulting with counsel, there is substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the transactions contemplated by this Agreement. 5. By Purchaser if the Shareholders shall fail to comply in any material respect with any of their respective covenants or agreements contained in this Agreement or in any other agreement contemplated hereby and such failure shall not have been cured within a period of five (5) calendar days after notice from Purchaser, or if any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether representations or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion warranties of the Assets subject Shareholders contained herein or therein shall be inaccurate in any material respect. 6. By the Shareholders if Purchaser shall fail to a Casualty Loss (comply in any material respect with any of its covenants or condemnation agreements contained in this Agreement or eminent domain, the Allocated Value of such Assets) and in any other Damages related theretoagreement contemplated hereby and such failure shall not have been cured within a period of five (5) calendar days after notice from the Shareholders, exceeds 15% or if any of the unadjusted Purchase Price, then either Seller representations or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller warranties of Purchaser contained herein or therein shall have had a reasonable opportunity to Cure be inaccurate in any Title Defect or Remediate any Environmental Defectmaterial respect.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated terminated: (a) at any time at or prior to the Closing: (a) , by mutual written consent of the Parties; (b) by either Seller (i) on or before the 15th day following the date hereof if Buyer has failed to satisfy its obligations under Section 8.08, or (ii) on the Closing Date if the conditions set forth in Article IX have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article X have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Party if the Closing shall not have occurred on or before October May 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements2006; (ce) by either Seller or Buyer Party if any Governmental Authority shall have issued an a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or; (df) If by either Party if the sum of the aggregate amount of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Values with respect to all Title Defects asserted by Buyer reasonably and any unCured in good faith (net of the aggregate amount of Title Defects, whether or not Seller has elected Benefit Values with respect to attempt to Cureall Title Benefits), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Values with respect to all Environmental Defects asserted by Buyer reasonable and any unRemediated Environmental Defectsin good faith, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion Allocated Values of the Assets subject to a which third parties have exercised preferential purchase rights, and (iv) the unreimbursed Casualty Loss (Losses to all or condemnation or eminent domain, part of the Allocated Value of such Assets) Assets and any other Damages related theretothe damages associated therewith, exceeds 15% twenty percent (20%) of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not no Party shall have the right to terminate this Agreement pursuant to this Section 12.1(dclause (b), (c), (d) until or (e) above if such Party is at such time as Seller shall have had in material breach of any provision of this Agreement, or such Party instigates a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectpreceding of the nature described in Sections 9.03 and 10.03.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing Date: (a) by mutual written consent of the Partiesparties; (b) by either Seller party, by written notice to the other party, if (i) such other party has breached its representations, warranties or Buyer covenants hereunder (other than its covenants and agreements contained in Section 6.1) and such breach would result in the failure of any condition to Closing of the terminating party set forth in Section 6.2, as applicable, and (ii) such breach has not been cured within thirty (30) days following written notification of the same to such other party; (c) by ASSIGNOR, if (i) all of the conditions to closing of ASSIGNEE set forth in Section 6.2 have been satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at the Closing, each of which conditions is capable of being satisfied at the date of termination of this Agreement if the Closing were to occur on such date), (ii) ASSIGNOR shall not have given irrevocable written notice to ASSIGNEE that stands and will stand ready, willing and able to consummate the Closing, (iii) ASSIGNEE fails to consummate the Closing by the time the Closing should have occurred on or before October 31, 2013; provided, however, that pursuant to Section 6.1 and (iiv) no Party ASSIGNOR shall have the right given ASSIGNEE written notice at least one business day prior to such termination stating ASSIGNOR’s intention to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements11.19.1(c); (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of by ASSIGNEE, if (i) all of the Aggregate Title Defect Value conditions to closing of ASSIGNOR set forth in Section 6.2 have been satisfied or waived (other than those conditions that by their nature cannot be satisfied other than at the Closing, each of which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected conditions is capable of being satisfied at the date of termination of this Agreement if the Closing were to attempt to Cureoccur on such date), plus (ii) ASSIGNEE shall have given irrevocable written notice to ASSIGNOR that stands and will stand ready, willing and able to consummate the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsClosing, whether or not Seller has elected to attempt to Remediate), plus (iii) ASSIGNOR fails to consummate the aggregate costs Closing by the time the Closing should have occurred pursuant to repair or restore any portion of the Assets subject Section 6.2 and (iv) ASSIGNEE shall have given ASSIGNOR written notice at least one business day prior to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may termination stating ASSIGNEE’s intention to terminate this Agreement upon pursuant to this Section 11.19.1(d); (e) by either party in accordance with Section 5.8; (f) by either party, by written notice to the other parties heretoparty, if Closing has not occurred on or before July 1, 2013 (the “Outside Date”); providedprovided that such failure to close is not caused by a breach of this Agreement by the terminating party or its Affiliates; or (g) by either party, howeverby written notice to the other party, in the event that Buyer may not terminate pursuant to any Law or final order, award or judgment restrains, enjoins or otherwise prohibits or makes illegal the transactions contemplated by this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated terminated: (a) at any time at or prior to the Closing: (a) Closing by the mutual written consent of the Parties; (b) subject to the last proviso in Section 13.01, by Seller on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Purchaser or waived by Seller in writing by the Closing Date; (c) subject to the last proviso in Section 13.01, by Purchaser on the Closing Date if the conditions set forth in Article IX have not been satisfied in all material respects by Seller or waived by Purchaser in writing by the Closing Date; (d) subject to the last proviso in Section 13.01, by either Seller or Buyer Party if the Closing shall not have occurred on or before October 31January 10, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements2018; (ce) by either Seller or Buyer Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; orprovided, however, that the pendency or delay of any application to a Governmental Authority for permission to drill or to conduct any other operation, or for change of operatorship or other matter affecting any Asset, shall not constitute or be deemed to be an order, judgment, decree or other action for purposes of this subsection (e); (df) If the sum of by either Party if, without duplication (i) the Aggregate Title Defect Value aggregate amount of the Purchase Price adjustments agreed by Seller and Purchaser or otherwise finally determined pursuant to this Agreement (which shall include any unresolved disputed whether for being deemed an Excluded Asset or otherwise) with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by Seller and any unCured Title Defects, whether or not Seller has elected to attempt to CurePurchaser), plus (ii) the Aggregate Environmental Defect Value aggregate amount of the Purchase Price adjustments agreed by Seller and Purchaser or otherwise finally determined pursuant to this Agreement (which shall include any unresolved disputed Environmental Defects and any unRemediated whether for being deemed an Excluded Asset or otherwise) with respect to all uncured Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair amount of all casualty losses not covered by insurance (which aggregate amount shall include any deductibles or restore any portion self-insured retentions) that can reasonably be repaired, replaced or otherwise corrected within ninety (90) days of the Casualty Loss Event without a cost attributable to the Assets subject to of more than One Million and No/100 Dollars ($1,000,000.00), plus (iv) the aggregate Allocated Value of any Assets affected by a Casualty Loss Event that cannot be repaired, replaced or otherwise corrected within ninety (90) days of the Casualty Loss Event, or condemnation which can be repaired, replaced or eminent domain, corrected within such ninety (90) day period but at a cost attributable to the Allocated Value Assets of such Assetsmore than One Million and No/100 Dollars ($1,000,000.00); exceeds fifteen percent (15%) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; or (g) as otherwise expressly provided herein; provided, however, that Buyer may a Party shall not have the right to terminate this Agreement pursuant to this Section 12.1(dclause (b), (c) until or (d) above if such Party is at such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectin material breach of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby herein may be completely terminated at any time at or prior to the Closingterminated: (a) At any time prior to Closing by SELLER and BUYER by mutual written consent of the Partiesagreement; (b) At any time prior to Closing by either Seller SELLER or Buyer if BUYER in the Closing shall not have occurred on or before October 31, 2013; provided, however, that event: (i) no Party that there shall have be any actual or threatened litigation (other than between the right parties to terminate this Agreement pursuant and other than objections by any third party to this clause (bthe Sale Motion not ruled upon or otherwise considered by the Bankruptcy Court) if such Party is at such time in material breach challenging the validity or legality of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of hereof or seeking to restrain or invalidate any of the transactions contemplated hereinhereunder which would, in the judgment of such party acting reasonably, based upon the advice of counsel, involve material expense or lapse of time which would be materially adverse to the interests of such party; or (dii) If the sum such party is exercising a right of termination specifically provided for in Article 3 in this Agreement; or (c) By SELLER if at any time after: (i) Forty-five (45) days after the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects date the Bankruptcy Court enters the Expense Order, the conditions to Closing detailed in Sections 9.1, 9.2 or 9.4 are not satisfied and any unCured Title Defects, whether or SELLER is not Seller has elected to attempt to Cure), plus otherwise in material default hereunder; or (ii) Forty-five (45) days after the Aggregate Environmental Defect Value date the Bankruptcy Court enters the Expense Order, the condition to Closing detailed in Section 9.5 is not satisfied and SELLER is not otherwise in material default hereunder. (which shall include d) By BUYER if at any unresolved disputed Environmental Defects time after; (i) Forty-five (45) days after the date the Bankruptcy Court enters the Expense Order, the conditions to Closing detailed in Sections 10.1, 10.2, 10.4 or 10.5 are not satisfied and BUYER is not otherwise in material default hereunder; or (ii) Forty-five (45) days after the date the Bankruptcy Court enters the Expense Order, the condition to Closing detailed in Section 10.6 is not satisfied and BUYER is not otherwise in material default hereunder. (e) By BUYER if SELLER should take any unRemediated Environmental Defects, whether action (other than those actions in furtherance of its fiduciary duties as permitted in Section 7.5 hereof) to pursue any sale or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion transfer of the Assets subject Properties or sale or transfer of control of SELLER to any entity other than BUYER, or if SELLER withdraws the Sale Motion or the Expense Motion, or if SELLER , prior to any denial by the Bankruptcy Court to enter the Sale Order, otherwise pursues a Casualty Loss plan of reorganization that does not incorporate the transactions contemplated by this Agreement; and (f) By BUYER if the Bankruptcy Court does not enter the Expense Order on or condemnation before ten (10) days from the Execution Date, or eminent domainif such order is vacated or reversed after its entry. If the Expense Order is denied, or is vacated or reversed, BUYER must elect and notify SELLER within ten (10) days after BUYER has received notice that the Allocated Value of such Assets) and any other Damages related theretoExpense Order has been denied, exceeds 15% of the unadjusted Purchase Pricevacated or reversed, then either Seller or Buyer may as to whether BUYER will terminate this Agreement upon written notice or perform its obligations under this Agreement without the Expense Order (including the obligation to fund the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectDeposit for $2,000,000).

Right of Termination. This Agreement and the transactions contemplated hereby herein may be completely terminated in writing at any time at or prior to the Closing: (a) by mutual By the written consent agreement of all of the Parties;Parties hereto whereupon no Party hereto shall be liable to any other Party hereto for damages of any kind and the Escrow Agent shall return the Exclusivity Deposit to Buyer. (b) by By either Seller of Buyers or Buyer if Sellers in the Closing shall not have occurred on or before October 31event that the adjustments to the Purchase Price exceed the Termination Amount, 2013; provided, however, that (i) as provided for in Section 10.10 whereupon no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date hereto shall be postponed liable to any other Party hereto for damages of any kind and the extent necessary Escrow Agent shall return the Exclusivity Deposit to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements;Buyer. (c) by either Seller By Sellers pursuant to Subsection 1.5 (b) or Buyer if any Governmental Authority Section 5.4 whereupon no Party hereto shall have issued an order, judgment or decree or taken be liable to any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation Party hereto for damages of any of kind and the transactions contemplated herein; orEscrow Agent shall return the Exclusivity Deposit to Buyer. (d) If the sum of By Sellers with impunity, if (i) the Aggregate Title Defect Value This Agreement has not been terminated pursuant to Subsections 12.1 (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Curea), plus (b) or (c) above, (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected Buyers' Conditions to attempt to Remediate), plus Closing set forth in Article 6 have been materially satisfied, (iii) Sellers are not otherwise in default of their obligations hereunder, and (iv) Closing does not occur within sixty (60) days after the aggregate costs date on which the SEC informs Delta that it has no further comments on Delta's proxy materials for the transaction due solely to repair Delta's failure to obtain a quorum for the shareholders' meeting necessary to approve the transaction under applicable NASDAQ rules, whereupon Buyers shall pay liquidated damages to Sellers by causing the Escrow Agent to deliver to Castle the Exclusivity Deposit. (e) By Sellers with impunity, if (i) This Agreement has not been terminated pursuant to Subsections 12.1 (a), (b) (c) or restore (d) above, (ii) Buyers' Conditions to Closing set forth in Article 6 have been met, (iii) Sellers are not otherwise in default of their obligations hereunder, and (iv) Buyers either (A) fail to close the transaction by June 30, 2002 due to (1) A failure by Delta to timely respond to SEC comments on Delta's proxy materials for any portion reason other than Castle's failure to provide Delta with all of the Assets subject information necessary for Delta to be able to adequately respond to comments in sufficient time for the SEC to notify Delta no later than April 30, 2002 that the SEC has no further comments, (2) A unilateral determination by Delta that it no longer wishes to proceed with the transaction after the PSA is executed by all necessary parties, or (3) Any other delay or failure by Buyers, including their failure to materially satisfy Sellers' Conditions to Closing as set forth in Article 7 other than Delta's failure to obtain a Casualty Loss quorum for the shareholders' meeting necessary to approve the transaction under applicable NASDAQ rules, whereupon Buyers shall pay liquidated damages to Sellers by causing the escrow agent to deliver to Castle the Exclusivity Deposit and by delivering to Castle an additional Seven Hundred Thousand (or condemnation or eminent domain, the Allocated Value of such Assets700,000) and any other Damages related thereto, exceeds 15% shares of the unadjusted Purchase Price, then either Seller or Buyer may terminate this common stock of Delta. (f) By Buyers with impunity if (i) This Agreement upon written notice to the other parties hereto; provided, however, that Buyer may has not terminate been terminated pursuant to this Section 12.1(dSubsections 12.1 (a), (b) until (c), (d) or (e) above, (ii) Sellers' Conditions to Closing set forth in Article 7 have been materially satisfied, (iii) Buyers are not otherwise in default of their obligations hereunder, and (iv) Sellers either (A) fail to close the transaction within 10 days after the date on which Delta timely obtains the affirmative vote of a majority of Delta's shares present at a shareholders' meeting called to approve the transaction, or (B) fails to materially satisfy Buyer's Conditions to Closing as set forth in Article 6, whereupon the Escrow Agent shall return the Exclusivity Deposit to Buyer and Castle on behalf of Sellers shall pay to Delta as liquidated damages Seven Hundred Thousand (700,000) shares of the common stock of Castle or at Castle's sole option the equivalent value in cash, unless such time as Seller failure to close is due solely to judicial restraint caused by ChevronTexaco Inc. or its agents/affiliates, in which case Sellers shall have had a reasonable opportunity not be liable for the payment of any damages to Cure any Title Defect or Remediate any Environmental DefectBuyers.

Right of Termination. This Agreement may be terminated, and the transactions contemplated hereby Merger may be completely terminated abandoned, at any time at or prior to before the ClosingEffective Time, as follows, and in no other manner: (aA) by By the mutual written consent agreement of TCBI and BFST, if the board of directors of each so determines by a vote of a majority of the Parties;members of its entire Board. (bB) by By either Seller BFST or Buyer TCBI, if the Closing shall Effective Time has not have occurred by the close of business on June 30, 2022, or before October 31, 2013such later date as may be mutually agreeable to the parties; provided, however, that the right to terminate this Agreement under this Section 9.01(B) will not be available to any Party whose failure to comply with its obligations under, or breach of any representation or warranty set forth in, this Agreement has materially contributed to the failure of the Effective Time to occur on or before such date. (C) By either BFST or TCBI, if the Requisite TCBI Vote shall not have been obtained at the TCBI Meeting duly convened therefor or at any adjournment or postponement thereof; provided, however, that no Party may terminate this Agreement pursuant to this Section 9.01(C) if such Party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that caused the failure to obtain the Requisite TCBI Vote at the TCBI Meeting, or at any adjournment or postponement thereof. (D) By either BFST or TCBI, if (i) no Party any Requisite Regulatory Approval is denied by a final, nonappealable action of any Governmental Authority; (ii) an application therefor shall have been permanently withdrawn at the request of a Governmental Authority; (iii) upon a reasonable determination by BFST in good faith after consultation with its counsel that there is a substantial likelihood that any Requisite Regulatory Approval will be obtained only upon the imposition of a Burdensome Condition; or (iv) any Governmental Authority shall have issued a final nonappealable law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due to the failure of the Party seeking to terminate this Agreement to perform or observe the covenants and agreements of such Party set forth herein. (E) By either BFST or TCBI (provided that the Party terminating this Agreement is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement), if there shall have been a material breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of TCBI, in the case of a termination by BFST, or on the part of BFST, in the case of a termination by TCBI, which breach or failure to be true, either individually or in the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 8.02, in the case of a termination by BFST, or Section 8.03, in the case of a termination by TCBI, and which is not cured within thirty (30) days following written notice to TCBI, in the case of a termination by BFST, or to BFST, in the case of a termination by TCBI, or by its nature or timing cannot be cured during such period. (F) In addition to and not in limitation of BFST’s termination rights under this Section 9.01, by BFST if (i) there shall have been a material breach of Section 7.05 (Approval of TCBI Shareholders) or Section 7.10 (No Solicitation by TCBI; Superior Proposals) by TCBI, or (ii) the TCBI Board takes an Adverse Recommendation Action. (G) By TCBI, at any time before obtaining the Requisite TCBI Vote, if the TCBI Board authorizes TCBI, in compliance with the terms of this Agreement, to enter into a binding definitive agreement in respect of a Superior Proposal with a third party, provided, however, that TCBI shall have paid any amounts due pursuant to Section 9.04 in accordance with the terms, and at the times, specified therein, which payment is a condition to TCBI’s right to terminate this Agreement pursuant to this clause Section 9.01(G). (bH) By TCBI, if such Party (i) the Average Closing Price is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect less than $19.20 and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of number obtained by dividing the Cinco Purchase Agreements; Average Closing Price by $24.00 is less than the number obtained by dividing (cA) the Final Index Price (as defined below) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (iB) the Aggregate Title Defect Value Initial Index Price (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assetsas defined below) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretosubtracting 0.20 from such quotient; provided, however, that Buyer may not terminate a termination by TCBI pursuant to this Section 12.1(d9.01(H) until will have no force and effect if BFST agrees in writing (within two (2) Business Days after receipt of TCBI’s written notice of such time termination) to increase the Exchange Ratio such that the Merger Consideration (valuing each share of BFST Common Stock that comprises the Merger Consideration based on the Average Closing Price) is equal to $40,000,000. If within such two (2)-Business Day period, BFST delivers written notice to TCBI that BFST intends to proceed with the Merger by increasing the Exchange Ratio as Seller shall contemplated by the preceding sentence, and notifies TCBI in writing of the revised Exchange Ratio, then no termination will occur pursuant to this Section 9.01(H), and this Agreement will remain in full force and effect in accordance with its terms (except that the Exchange Ratio will be modified in accordance with this Section 9.01(H)). For purposes of this Section 9.01(H), the following terms will have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.the meanings below:

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of Buyer and the PartiesSeller Representative; (b) by either Buyer or the Seller or Buyer Representative if the Closing shall not have occurred on or before October 31July 2, 20132014; provided, however, that (i) no Party shall have the right to Buyer may not so terminate this Agreement pursuant to this clause (b) if such Party Buyer is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to that the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under Seller Representative may not so terminate this Agreement or under if any Seller is at such time in material breach of the Cinco Purchase Agreementsthis Agreement; (c) by either Buyer or the Seller Representative if the sum of the following (without duplication of any amounts) exceeds 20% of the Purchase Price: (i) Title Defect Amounts raised by Buyer pursuant to a Title Defect Notice and not cured or waived in writing prior to the Closing Date, without duplication of any amounts already addressed pursuant to clause (iii) below as a result of the subject Asset being excluded from the transactions contemplated by this Agreement; (ii) Environmental Defect Amounts raised by Buyer pursuant to an Environmental Defect Notice and not cured or waived in writing prior to the Closing Date, without duplication of any amounts already addressed pursuant to clause (iii) below as a result of the subject Asset being excluded from the transactions contemplated by this Agreement; (iii) the Allocated Values of the Assets excluded from the transactions contemplated pursuant to the terms of this Agreement (including Section 4.04(b), Section 4.05, Section 4.08(b), Section 4.10, Section 5.01(b), Section 5.04(b) and Section 5.06); and (iv) Casualty/Condemnation Losses affecting the Assets prior to the Closing Date; (d) subject to Section 13.02, by either Buyer or the Seller Representative if the Casualty/Condemnation Losses exceed 20% of the Purchase Price; or (e) by any Party if any court or Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.

Right of Termination. This Agreement and the transactions contemplated hereby by this Agreement may be completely terminated at any time at or prior to the ClosingClosing Date: (a) by the mutual written consent of the Parties;Purchaser and Sellers (acting unanimously). (b) by either Seller or Buyer if Purchaser in the Closing event that the conditions set forth in Article IX of this Agreement shall not have occurred on been satisfied or before October 31, 2013; provided, however, that (i) no Party shall have waived within 270 days of the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach date of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such later date as shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsagreed upon by Purchaser and Sellers (acting unanimously); (c) by Sellers (acting unanimously) in the event that the conditions set forth in Article X of this Agreement shall not have been satisfied or waived within 270 days from the date of this Agreement or such later date as shall be agreed upon by Purchaser and Sellers (acting unanimously); (d) by either Seller Purchaser or Buyer Sellers if any Governmental Authority shall have issued the FCC denies the Application in an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinorder which has become a Final Order; or (de) If the sum of by either Purchaser or Sellers (acting unanimously) if any action or proceeding before any court or other governmental body or agency shall have been instituted in good faith by an unrelated third party (i) to restrain, modify, or prohibit the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus transactions contemplated by this Agreement; (ii) to recover damages from Purchaser, the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsPartnership or Sellers if such action or proceeding could result in the imposition of a material liability against or affecting the business or properties of Purchaser, whether the Partnership or not Seller has elected Sellers in the reasonable opinion of the party seeking to attempt to Remediate)terminate this Agreement, plus or (iii) to require Purchaser, Partnership or Sellers to take any action that would have a material and adverse effect on the aggregate costs to repair business or restore any portion properties of Purchaser, the Partnership or Sellers in the reasonable opinion of the Assets subject party seeking to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice unless either Purchaser, the Partnership or Sellers causes such action or proceeding to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(dbe dismissed within sixty (60) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectdays after it is filed.

Right of Termination. This Agreement Except for any assignment or sublease permitted pursuant to Section 21.4, above, in the event of (i) a proposed assignment of this Lease, (ii) a proposed sublease in excess of one (1) year involving more than the lesser of (A) 1,000 square feet of rentable area, or (B) twenty-five percent (25%) of the Premises, Landlord shall have the right, by notice to Tenant delivered within thirty (30) days after Landlord’s receipt of Tenant’s Proposal Notice (and in lieu of the granting or denial of consent provided for in Section 21.2, above), to terminate this Lease as to all of the Premises (in the event of an assignment) or as to the proposed subleased portion of the Premises only (in the event of a sublease), in each case for the balance of the Term. In the event Landlord shall elect to terminate this Lease in connection with a proposed assignment or sublease of this Lease as provided above in whole or in part (as the case may be): (a) this Lease and the transactions contemplated hereby term hereof shall terminate (either as to the Premises as a whole, or only as to the portion thereof which Tenant is proposing to sublease, as the case may be) as of the later of (i) the proposed effective date of such assignment or sublease, as set forth in Tenant’s Proposal Notice, or (ii) thirty (30) days after the date Landlord received Tenant’s Proposal Notice; (b) Tenant shall be completely released from all liability under the Lease (as to the Premises as a whole, in the case of an assignment, or as to the terminated at any time at or portion of the Premises only, in the case of a partial termination due to sublease) with respect to the period after the date of termination (other than obligations and indemnities of Tenant which accrued with respect to the applicable portion of the Premises prior to the Closing: effective date of such termination, which obligations shall expressly survive such termination or partial termination of this Lease); (ac) by mutual written consent all Base Rent, additional rent and other charges shall be prorated to the date of such termination, and appropriately adjusted if there is only a partial termination; (d) upon such termination date, Tenant shall surrender the Parties; Premises (bor the applicable portion thereof) by either Seller or Buyer if to Landlord in accordance with Section 26 hereof; and (e) in the Closing shall not have occurred on or before October 31case of a partial termination of this Lease, 2013; provided, however, that (i) no Party Landlord shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach separate the portion of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed the Premises being terminated from the balance of the Premises, including the erection of a demising wall and, to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an ordercircumstances, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation separation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectapplicable Building Systems.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Seller; (b) by either Seller on the Closing Date if the conditions set forth in Article IX have not been satisfied in all material respects or waived by Seller; (c) by Buyer on the Closing Date if the conditions set forth in Article X have not been satisfied in all material respects or waived by Buyer; (d) by Seller, by notice to Buyer on or after December 21, 2012, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Buyer or Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement; or (df) If the sum of by Buyer or Seller if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title Defects, whether or not Seller has elected to attempt to Cure)Benefits) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus exceeds twenty percent (iii20%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, Seller shall have the right and option to postpone the Closing Date, and if Seller exercises such right no Party may not terminate this Agreement pursuant to this Section 12.1(d) 13.01(f), until each such time as Seller Dispute is resolved; provided, however, that no Party shall have had a reasonable opportunity the right to Cure terminate this Agreement pursuant to clause (b), (c), (d) or (f) above if that Party is at the time in material breach of any Title Defect or Remediate any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at Without prejudice to any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31other rights, 2013; provided, however, that (i) no Party Licensor shall have the right to terminate this Agreement pursuant upon written notice to this clause Licensee, sent by certified mail, return receipt requested, at any time that any of the following may occur: (a) If Licensee shall not have begun the bona fide manufacture or production of the Goods licensed hereunder within ninety (90) days from the commencement of the term hereof. (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date If Licensee shall be postponed unable to fulfill or obtain valid purchase orders for the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement Goods throughout the territory hereof for any reason for a period of six (6) months or under any of the Cinco Purchase Agreements;more. (c) by either Seller If Licensee shall fail to make any payment due hereunder or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of to deliver any of the transactions contemplated herein; orstatements herein referred to, and if such default shall continue for a period of sixty (60) days. (d) If Licensee shall be unable to pay its liabilities when due, or shall make any assignment for the sum benefit of (i) the Aggregate creditors, or shall file any petition under Chapter 10, 11 or 12 of Title Defect Value (which shall include 11, Unixxx Xxxxxx Xxxx, xx xxxx x xxxxxxxxx xetition in bankruptcy or be adjudicated as bankrupt or insolvent, or if any unresolved disputed Title Defects and receiver is appointed for its business or property, or if any unCured Title Defects, whether trustee in United States government or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject several states, Licensor shall have the right to a Casualty Loss (or condemnation or eminent domainterminate this Agreement. Notwithstanding the foregoing, the Allocated Value Licensor shall, at any time during the term of such Assets) this contract, have the option of demanding an assurance from Licensee of Licensee's ongoing ability to perform the provisions of this contract, if, in the reasonable opinion of Licensor, Licensee is unable to adequately fulfill its requirements. If reasonable and any other Damages related theretoadequate assurance is not received by Licensor regarding Licensee's ability to perform, exceeds 15% of Licensor shall have the unadjusted Purchase Price, then either Seller or Buyer may right to terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated and abandoned at any time at or prior to or at the ClosingClosing as follows, and in no other manner: (a) by A. By the mutual written consent of the PartiesSeller and Buyer; (b) by B. By either Seller Buyer or Buyer Seller, if the Closing has not occurred within ten business days following receipt of all necessary regulatory approvals and the expiration of any mandatory waiting period or such other date as Seller and Buyer shall agree in writing as necessary to accommodate the data conversion and Branch closing process, unless the failure to so consummate by such time is due to a breach of this Agreement by the party seeking to terminate; C. By Buyer or Seller if (i) any of the transactions contemplated by this Agreement are disapproved by any regulatory authority whose approval is required to complete such transactions, or (ii) if either party reasonably determines in good faith after consultation with outside counsel that there is substantial likelihood that any requisite regulatory approval will not have be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the transactions contemplated by this Agreement; D. By Buyer if there shall be any actual or threatened litigation to restrain or invalidate the sale of the Assets to, or the assumption of the Liabilities by, Buyer that, in the good faith judgment of Buyer, after consultation with outside counsel and Seller, makes it inadvisable to proceed with such transaction; E. By Seller if there shall be any actual or threatened litigation to restrain or invalidate the sale of the Assets to, or the assumption of the Liabilities by, Buyer that, in the good faith judgment of Seller, after consultation with outside counsel and Buyer, makes it inadvisable to proceed with such transaction; F. By Buyer if any Material Adverse Change with respect to the Assets or Liabilities has occurred on or before October since March 31, 20132011 which has not been cured or which cannot be cured within 10 business days after the earlier of Seller obtaining knowledge thereof or Buyer delivering written notice to Seller that a Material Adverse Change has occurred; or G. By either Buyer or Seller in the event of a material breach by the other of any representation, warranty or agreement contained herein, or the failure of any condition to a party’s obligation to consummation the transaction, that is not cured or cannot be cured within 30 days after written notice of such termination has been delivered to the breaching party; provided, however, that (i) no Party shall have the right to terminate this Agreement termination pursuant to this clause (b) if provision shall not relieve the breaching party of liability for such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectbreach.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall has not have occurred on or before October 31June 29, 2013; provided2012, howeverunless substantive comments are received by Seller from the SEC regarding Parent’s information circular/proxy statement to be used in connection with the proposed Special Meeting for Parent Securityholder Approval, that (i) no Party in which event Closing shall have occur on or before 90 days from the right to terminate execution of this Agreement pursuant to this clause (b) if such Party is at such time and in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) the event it has not occurred by such date shall may be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement terminated by either Seller or under any of the Cinco Purchase AgreementsBuyer; (c) by either Seller or Buyer Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or; (d) If the sum of by either Party if (i) the Aggregate Title Defect Value (which shall include any unresolved disputed aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title Defects, whether or not Seller has elected to attempt to Cure), Benefits agreed by the Parties) plus (ii) the Aggregate aggregate amount of the Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Values agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus exceeds fifteen percent (iii15%) the aggregate costs to repair or restore any portion percent of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either disregarding, for purposes of this Section 11.01(d), the three percent (3%) aggregate deductible described in Section 3.05(d) and Section 4.04(c); (e) by Buyer if Seller is unable to obtain Parent Securityholder Approval pursuant to Section 13.03, or if Parent, Seller or the Board of Directors of Parent, as applicable, accepts, approves, recommends or enters into an agreement to implement an Acquisition Proposal; (f) by Seller if Parent, Seller or the Board of Directors of Parent, as applicable, accepts, approves, recommends or enters into an agreement to implement an Acquisition Proposal that constitutes a Superior Proposal and concurrently therewith Seller pays to Buyer may terminate this Agreement upon written notice to the other parties heretoa fee of $5,000,000 in immediately available funds, provided that Parent and Seller have complied with their obligations under Section 13.11; or (g) as otherwise provided herein; provided, however, that Buyer may not no Party shall have the right to terminate this Agreement pursuant to this Section 12.1(dclause (b) until above if such Party is at such time as Seller shall have had a reasonable opportunity to Cure in material breach of any Title Defect or Remediate any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closingterminated: (a) at any time prior to the Closing by the mutual written consent of the PartiesSeller and Buyer; (b) by either Seller or Buyer by written notice to the other if the Closing shall not have occurred on or before October 31the date that is six (6) months from the date hereof, 2013; provided, however, provided that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 10.1(b) shall not be available to this clause (b) Seller or Buyer if such Party is at such time in material breach of its representations and warranties set forth in this Agreement Seller’s or negligently Buyer’s respective failure to fulfill or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 obligation under this Agreement has been a substantial cause of, or under any has substantially resulted in, the failure of the Cinco Purchase AgreementsClosing to occur on or before such date; (c) by either Seller or Buyer if any in writing, without liability, in the event there is a final and non-appealable order, writ, injunction or decree of a Governmental Authority Entity binding on Buyer or Seller prohibiting the Purchase Transaction contemplated hereby, which Proceeding was not instigated or initiated by the Party or Affiliate of such Party electing termination under this provision; provided that Buyer and Seller shall have issued an used all reasonable efforts to have any such order, judgment writ, injunction or decree or taken lifted and the same shall not have been lifted within 30 days after entry by any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; orsuch Governmental Entity; (d) If the sum of by Buyer in writing, without liability, if Seller shall (i) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title DefectsClosing Date, whether or not Seller has elected to attempt to Cure), plus (ii) materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after Buyer shall have notified Seller of its intent to terminate the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d10.1(d); (e) until such time as by Seller in writing, without liability, if Buyer shall (i) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Closing Date, or (ii) materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after Seller shall have had notified Buyer of its intent to terminate the Agreement pursuant to this Section 10.1(e); and (f) by Buyer if a reasonable opportunity to Cure any Title Defect Material Adverse Effect exists on the date hereof or Remediate any Environmental Defecton the Closing Date, provided that such Material Adverse Effect existing on the date hereof was not disclosed on a Schedule hereto.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time before or at or prior to the ClosingClosing as follows, and in no other manner: (a) by the mutual written consent of the PartiesSeller and Buyer; (b) by either Seller Buyer or Buyer if Seller, as long as the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations any representation, warranty, covenant or other agreement contained herein, if the conditions precedent to such terminating party’s obligations to close specified in Article VII or Article VIII, as applicable, have not been met or waived on or before two hundred forty (240) days following the date of this Agreement, or such later date as Seller and warranties set forth Buyer shall agree in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementswriting; (c) by either Seller or Buyer if there is any Governmental Authority shall have issued an orderactual or threatened (in writing) litigation to restrain or invalidate the sale of the Assets to, or the assumption of the Assumed Liabilities by, Buyer that, in the good faith judgment of Buyer, after consultation with counsel and Seller, makes it inadvisable to proceed with such transaction; (d) by Seller if there is any actual or decree threatened (in writing) litigation to restrain or taken invalidate the sale of the Assets to, or the assumption of the Assumed Liabilities by, Buyer that, in the good faith judgment of Seller, after consultation with counsel and Buyer, makes it inadvisable to proceed with such transaction; (e) by Buyer or Seller if any other action challenging, delaying, restraining, enjoining, prohibiting application for regulatory or invalidating the consummation of any of governmental approval necessary to consummate the transactions contemplated hereinby this Agreement shall have been denied by a final, non-appealable order or withdrawn at the request or recommendation of the applicable regulatory agency or governmental authority; (f) by either Buyer or Seller in the event of a material breach by the other of any representation, warranty or agreement contained herein that is not cured or cannot be cured within thirty (30) days after written notice of such termination has been delivered to the breaching party; but termination pursuant to this provision shall not relieve the breaching party of liability for such breach; (g) Reserved; or (dh) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or by Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect 2.2, Section 2.5 or Remediate any Environmental DefectSection 2.6.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated terminated: (a) at any time at or prior to the Closing: (a) Closing by mutual written consent of the Parties; (b) by either Seller on the Closing Date if the conditions set forth in Article VIII have not been satisfied in all material respects by Purchaser or waived by Seller in writing by the Closing Date; (c) by Purchaser on the Closing Date if the conditions set forth in Article IX have not been satisfied in all material respects by Seller or Buyer waived by Purchaser in writing by the Closing Date; (d) by Seller or Purchaser if the Closing shall not have occurred on or before October August 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements2009; (ce) by either Seller or Buyer Purchaser if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or; (df) If the sum of by either Seller or Purchaser if (i) the Aggregate Title Defect Value (which shall include any unresolved disputed aggregate amount of the Purchase Price Adjustments agreed by the Seller and Purchaser or otherwise finally determined pursuant to this Agreement with respect to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits agreed by the Seller and any unCured Title Defects, whether or not Seller has elected to attempt to CurePurchaser), plus (ii) the Aggregate aggregate amount of the Environmental Defect Value (which shall include any unresolved disputed Environmental Defects Values agreed by the Seller and any unRemediated Purchaser or otherwise finally determined pursuant to this Agreement with respect to all Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair amount of all casualty losses not covered by insurance (including any deductions or restore any portion of the Assets subject to a Casualty Loss self-insured retentions) exceeds twenty percent (or condemnation or eminent domain, the Allocated Value of such Assets20%) and any other Damages related thereto, exceeds 15% percent of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; or (g) as otherwise expressly provided herein; provided, however, that Buyer may not neither Seller nor Purchaser shall have the right to terminate this Agreement pursuant to this Section 12.1(dclause (b), (c), or (d) until above if such Party is at such time as Seller shall have had a reasonable opportunity to Cure in material breach of any Title Defect or Remediate any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after the approval and adoption of this Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to by the ClosingShareholders: (a) by mutual written consent of SPFI and WTSB in a written instrument, if the Parties;boards of directors of each so determines by a vote of a majority of the members of its entire board; or (b) by either Seller the SPFI Board or Buyer the WTSB Board if: (i) any Governmental Authority that must grant a Required Approval has denied approval of the Merger or the other transactions contemplated hereby, unless the failure to obtain a Required Approval shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein; or (ii) as long as the terminating party is not then in breach of any representation, warranty, covenant or other agreement contained herein, if the Closing Merger shall not have occurred been consummated on or before October January 31, 20132020 (the “Termination Date”); provided, however, that if the Merger has not been consummated on or before the Termination Date because a Required Approval has not been received from a Governmental Authority, then such date may be extended by either party without the consent of the other parties to this Agreement for a period not to exceed ninety (i90) no Party shall have calendar days; provided, further, that such Termination Date or extension thereof may also be extended to such later date as agreed upon by the parties hereto; provided, further, that the right to terminate this Agreement pursuant under this Section 11.01(b)(ii) shall not be available to this clause any party whose action or failure to act has been the primary cause of or resulted in the failure of the Closing to occur on or before the Termination Date; or (biii) if such Party as long as the terminating party is at such time not then in material breach of its any representation, warranty, covenant or other agreement contained herein if there shall have been a breach of any of the covenants or agreements or any of the representations and or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of WTSB, in the case of a termination by SPFI, or negligently SPFI, in the case of a termination by WTSB, which breach or willfully failed failure to perform be true, either individually or observe its covenants and agreements herein in any material respect and the aggregate with all other breaches by such party (ii) or failures of such date shall representations or warranties to be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Curetrue), plus (ii) would constitute, if occurring or continuing on the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domainClosing Date, the Allocated Value failure of such Assetsa condition set forth in Article X, in the case of a termination by SPFI, or Article VIII, in the case of a termination by WTSB, and which is not cured within thirty (30) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon calendar days following written notice to WTSB, in the other parties heretocase of a termination by SPFI, or SPFI, in the case of a termination by WTSB, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.or

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Sellers; (b) by either Seller Sellers on the Closing Date if the conditions set forth in Section 9.01, Section 9.02 and Section 9.03 have not been satisfied in all material respects or waived by Sellers; (c) by Buyer on the Closing Date if the conditions set forth in Section 10.01, Section 10.02 and Section 10.03 have not been satisfied in all material respects or waived by Buyer; (d) by Sellers, by notice to Buyer on or after May 1, 2019, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Seller Buyer, by notice to Sellers on or after May 1, 2019, if the Closing shall not have occurred; (f) by Buyer or Sellers if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; orby this Agreement; (dg) If the sum of by Buyer or Sellers if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits and any unCured Title Defects, whether or not Seller has elected to attempt to Cure)for all exercised PPR’s) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article {1919007;4} - 39 - V, whether or not Seller has elected to attempt to Remediate), plus exceeds fifteen percent (iii15%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, and if Sellers and Buyer agree to postpone the Closing Date in order to seek such resolution before Closing, then no Party may not terminate this Agreement pursuant to this Section 12.1(d13.01(g), until each such Dispute is resolved; or (h) until such time as Seller by Buyer or Sellers on the Closing Date if the conditions set forth in Section 9.04 and Section 10.04 have not been satisfied in all material respects or waived by Buyer and Sellers; provided, however, that no Party shall have had a reasonable opportunity the right to Cure terminate this Agreement pursuant to clause (b), (c), (d), (e) or (h) above if that Party is at the time in material breach of any Title Defect provision of this Agreement or Remediate any Environmental Defectthe Mid-Con-As-Seller PSA.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of Xxxxx, prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of the PartiesEQBK and Xxxxx; (b) by either Seller Xxxxx or Buyer EQBK (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October 31waived by June 30, 20132018; provided, that such date may be extended to such later date as agreed upon by the parties hereto; (c) by either EQBK or Xxxxx if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 9.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such Order, decree, ruling or other action but such obligation shall not apply to Xxxxx’x termination right in the event of disapproval by any Regulatory Agency. (bd) by either EQBK or Xxxxx if such Party is at such time in material there has been any Material Adverse Change with respect to the other party; (e) by EQBK, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of Xxxxx, which breach or negligently failure to be true and correct, either individually or willfully failed in the aggregate with all other breaches (or failures of such representations and warranties to perform be true and correct), would constitute, if occurring or observe its covenants and agreements herein continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 8.01 or Section 8.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 9.01(e) shall not be available to EQBK if it or under Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If EQBK desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(e), then it must notify Xxxxx in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. Xxxxx shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cf) by either Seller or Buyer Xxxxx, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions contemplated herein; or covenants or agreements or any of the representations or warranties (dor any such representation or warranty shall cease to be true and correct) If set forth in this Agreement on the sum part of EQBK or Merger Sub, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects or failures of such representations and any unCured Title Defects, whether or not Seller has elected warranties to attempt to Curebe true and correct), plus (ii) would constitute, if occurring or continuing on the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsClosing Date, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion failure of the Assets subject conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written under this Section 9.01(f) shall not be available to Xxxxx if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If Xxxxx desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(f), then it must notify EQBK in writing of its intent to terminate stating the reason therefor. EQBK shall have thirty (30) days from the receipt of such notice to cure the other parties heretoalleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (g) by EQBK or Xxxxx, if this Agreement and the Merger are not approved by the Requisite Xxxxx Vote at the Shareholders’ Meeting, or at any adjournment or postponement thereof; provided, however, that Buyer Xxxxx may not terminate this Agreement pursuant to this Section 9.01(g) if Xxxxx has breached in any material respect any of its obligations under this Agreement, in each case in a manner that caused the failure to obtain the approval of the Xxxxx shareholders at the Shareholders’ Meeting, or at any adjournment or postponement thereof; (h) by Xxxxx prior to obtaining the approval of the Xxxxx shareholders at the Shareholders’ Meeting, and subject to the terms and conditions of Section 5.22(e), in order to accept a Superior Proposal; (i) by EQBK if Xxxxx’x Board shall have effected a Change in Recommendation; or (j) by EQBK if Xxxxx or the Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity. (k) by Xxxxx if EQBK or Equity Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; or (l) by Xxxxx, not later than the end of the second Business Day following the Calculation Date, in the event that as of the Calculation Date, both of the following conditions are satisfied: (i) the EQBK Closing VWAP is less than 80% of the EQBK Starting Price; and (ii) the quotient of (A) the EQBK Closing VWAP, divided by (B) the EQBK Starting Price, is less than the product of (X) the Index Change Ratio, multiplied by (Y) 0.80. If Xxxxx elects to terminate pursuant to this Section 12.1(d9.01(l) until and provides such time written notice to EQBK, then within two (2) Business Days following EQBK’s receipt of such notice, EQBK may elect by written notice to Xxxxx to reinstate the Merger and the other transactions contemplated by this Agreement and (A) adjust the Exchange Ratio to equal a number equal to the lesser of (i) a quotient (rounded to the nearest one-thousandth), the numerator of which is $13.22 and the denominator of which is the EQBK Closing VWAP, and (ii) a quotient (rounded to the nearest one-thousandth), the numerator of which is $13.22 multiplied by the Index Change Ratio, and the denominator of which is the EQBK Closing VWAP, or (B) in the alternative, not adjust the Exchange Ratio, and, in lieu of thereof, add an amount in cash to the Per Share Cash Amount such that each holder of Xxxxx Stock would be entitled to receive, in respect of each share of Xxxxx Stock, the equivalent value, based on the EQBK Closing VWAP for each share of Xxxxx Stock as Seller such holder would have received had the Exchange Ratio been adjusted in accordance with clause (A), provided that such additional cash amount will not prevent or impede the Merger from qualifying as a reorganization as described in Section 368(a) of the Code. If EQBK makes such election to reinstate the Merger and the other transactions contemplated by this Agreement, no termination will occur pursuant to this Section 9.01(l) and this Agreement will remain in effect according to its terms (except as the Merger Consideration has been adjusted). The calculations pursuant to this Section 9.01(l) shall have had a reasonable opportunity be appropriately adjusted to Cure reflect any Title Defect stock split, reverse stock split, stock dividend (including any dividend or Remediate any Environmental Defectdistribution of securities convertible into EQBK Class A Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of EQBK Class A Stock outstanding after the date hereof and prior to the Calculation Date.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at before the Effective Time (except as otherwise set forth in this Section 9.01), whether before or prior to after approval by the ClosingIBT shareholders as follows, and in no other manner: (a) by By the mutual written consent of IBT and VHI, duly authorized by the Parties;IBT Board and the VHI Board, respectively. (b) by By either Seller IBT or Buyer VHI (if the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations any representation, warranty, covenant or other agreement contained herein) if the conditions precedent to such party’s obligations to close specified in ARTICLE VII and warranties set forth in ARTICLE VIII, respectively, shall not have been satisfied on or before the date that is 180 days after the Execution Date; but if conditions precedent have not been satisfied because approval of this Agreement or negligently any other agreement contemplated hereby has not been received from any Regulatory Agency whose approval is required to consummate such transactions, either IBT or willfully failed VHI can unilaterally extend such deadline by up to perform or observe its covenants and agreements herein in any material respect and thirty (ii30) such date shall be postponed days by providing written notice thereof to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements;other. (c) By either VHI or IBT if any of the transactions contemplated by either Seller this Agreement or Buyer any other agreement contemplated hereby are disapproved by any Regulatory Agency whose approval is required to consummate such transactions or if any Governmental Authority shall have issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting this Agreement or invalidating the consummation of any of other agreement contemplated hereby, or the transactions contemplated herein; orhereby or thereby and such order, decree, ruling or other action shall have been final and nonappealable. (d) If By VHI if it reasonably determines, in good faith and after consulting with counsel, there is substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the sum transactions contemplated by this Agreement or any other agreement contemplated hereby. (e) By VHI if there shall have been any Material Adverse Change to IBT or Independent Bank; and by IBT, if there shall have been any Material Adverse Change to VHI. (f) By VHI, if IBT shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (30) calendar days after written notice from VHI. (g) By IBT, if VHI shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (30) calendar days after written notice from IBT. (h) By VHI, in accordance with the provisions of Section 5.11. (i) By either VHI or IBT, if the Aggregate Title Defect Value shareholders of VHI and IBT shall not have approved this Agreement and the Merger by the requisite vote at the meeting of such shareholders, or any adjournment or postponement thereof, called for such purpose. (j) By IBT at any time in order to concurrently enter into an acquisition agreement or similar agreement (each, an “Acquisition Agreement”) with respect to a Superior Proposal which has been received and considered by IBT and the IBT Board in accordance with all of the requirements of Section 5.09 hereof. (k) By VHI, if the IBT Board shall include any unresolved disputed Title Defects and any unCured Title Defectshave (i) recommended to the shareholders of IBT that they tender their shares in a tender or exchange offer commenced by an un-Affiliated third party for more than fifteen percent (15%) of the outstanding IBT Shares, whether or not Seller has elected to attempt to Cure), plus (ii) effected a Change in Recommendation or recommended to the Aggregate Environmental Defect Value (which shall include IBT shareholders acceptance or approval of any unresolved disputed Environmental Defects and any unRemediated Environmental Defectsalternative Acquisition Proposal, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs notified VHI in writing that IBT intends to repair or restore any portion of the Assets subject to accept a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectSuperior Proposal.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at time, notwithstanding the approval thereof by the stockholders of Community or EQBK, prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of the PartiesEQBK and Community; (b) by either Seller Community or Buyer EQBK (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October waived by March 31, 20132017; provided, that such date may be extended to such later date as agreed upon by the parties hereto; (c) by either EQBK or Community if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 9.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such order, decree, ruling or other action. (bd) by either EQBK or Community if such Party is at such time in material there has been any Material Adverse Change with respect to the other party; (e) by EQBK, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of Community or negligently any other agreement contemplated hereby, which breach or willfully failed failure to perform be true and correct, either individually or observe its covenants in the aggregate with all other breaches (or failures of such representations and agreements herein warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 8.01 or Section 8.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement or under Section 9.01(e) shall not be available to EQBK if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If EQBK desires to terminate this Agreement because of an alleged breach or inaccuracy as provided in this Section 9.01(e), then it must notify Community in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. Community shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cf) by either Seller or Buyer Community, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of EQBK or any other agreement contemplated herein; or hereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (d) If the sum or failures of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects such representations and any unCured Title Defects, whether or not Seller has elected warranties to attempt to Curebe true and correct), plus (ii) would constitute, if occurring or continuing on the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsClosing Date, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion failure of the Assets subject conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written under this Section 9.01(f) shall not be available to Community if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If Community desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(f), then it must notify EQBK in writing of its intent to terminate stating the reason therefor. EQBK shall have thirty (30) days from the receipt of such notice to cure the other parties heretoalleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (g) by EQBK or Community, if this Agreement and the Merger are not approved by the required vote of stockholders of Community or EQBK at the Community Stockholders’ Meeting or the EQBK Stockholders’ Meeting, or, in each case, at any adjournment or postponement thereof; provided, however, that Buyer neither Community nor EQBK may not terminate this Agreement pursuant to this Section 12.1(d9.01(g) until if such time as Seller party has breached in any material respect any of its obligations under this Agreement, in each case in a manner that caused the failure to obtain the approval of the Community stockholders at its stockholders’ meeting, or at any adjournment or postponement thereof; (h) by Community prior to obtaining the approval of the Community stockholders at the Community Stockholders’ Meeting, and subject to the terms and conditions of Section 5.22(e), in order to accept a Superior Proposal; (i) by EQBK if Community’s Board shall have had effected a reasonable opportunity Change in Recommendation; (j) by EQBK if Community or the Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; (k) by Community if EQBK or Equity Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; or (l) by Community, not later than the end of the second Business Day following the Calculation Date, in the event that as of the Calculation Date, both of the following conditions are satisfied: (i) the EQBK Closing VWAP is less than 80% of the EQBK Starting VWAP; and (ii) and the quotient of (A) the EQBK Closing VWAP, divided by (B) the EQBK Starting VWAP, is less than the Index Change Ratio. The calculations pursuant to Cure this Section 9.01(l) shall be appropriately adjusted to reflect any Title Defect stock split, reverse stock split, stock dividend (including any dividend or Remediate any Environmental Defect.distribution of securities convertible into EQBK Class A Stock, as applicable), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the number of shares of EQBK Class A Stock outstanding after the date hereof and prior to the Calculation Date. For the purposes of this Section 9.01(l), the following terms shall have the meaning set forth below:

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under Should any of the Cinco Purchase Agreementsfollowing events occur, City may terminate this Solar Lease and any interest of Lessee therein, effective with the last day of the event:‌ 19.1.1 Proceedings are instituted whereby all, or substantially all, of Xxxxxx’s assets are placed in the hands of a receiver, trustee or assignee for the benefit of Xxxxxx’s creditors, and such proceedings continue for at least ninety (90) days; 19.1.2 Any creditor of Lessee institutes judicial or administrative process to execute on, attach or otherwise seize any of Xxxxxx’s merchandise, fixtures or personal property, located on the Premises and Lessee fails to discharge, set aside, exonerate by posting a bond, or otherwise obtain a release of such property within ninety (c90) by either Seller days; 19.1.3 A petition is filed for an order of relief under the Federal Bankruptcy Code or Buyer if any Governmental Authority shall have issued for an order, judgment order or decree of insolvency or taken reorganization or rearrangement under any other action challengingstate or federal law, delayingand is not dismissed within ninety (90) days; 19.1.4 Lessee makes a bulk sale of all, restrainingor substantially all, enjoiningof Xxxxxx’s merchandise, prohibiting fixtures or invalidating personal property located on the consummation Premises, except in accordance with the provisions of Article of this Solar Lease or except in connection with a permitted assignment or subletting under this Solar Lease, and fails to replace the same with similar items of equal or greater value and utility within three (3) days. If a court of competent jurisdiction determines that any of the transactions contemplated herein; or foregoing events is not a default under this Solar Lease, and a trustee is appointed to take possession (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cureif Xxxxxx remains a debtor in possession), plus and such trustee or Lessee transfers Xxxxxx’s interest hereunder, then City shall receive, as Additional Rent, the difference, if any, between the rent (iior other consideration) paid in connection with such transfer, minus the Aggregate Environmental Defect Value (which rent payable by Lessee hereunder. Any assignee pursuant to the provisions of any bankruptcy law shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected be deemed without further act to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion have assumed all of the Assets subject to a Casualty Loss (obligations of the Lessee hereunder arising on or condemnation or eminent domain, after the Allocated Value date of such Assets) assignment. Any such assignee shall upon demand execute and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice deliver to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until City an instrument confirming such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectassumption.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing as follows: (a) by mutual written consent of By Buyer, in its sole and absolute discretion, at any time during the Parties;Due Diligence Period for any reason or for no reason whatsoever. (b) by either By written agreement of Seller or and Buyer. (c) By Buyer if if, as of the Closing shall or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have not have occurred on been met, or before October 31as specifically provided for in Sections 11.2(a)(i), 201312.16, and 12.17; provided, however, that nothing contained in this Section 11.1(c) shall limit Seller’s rights pursuant to 11.2 below. (d) By Seller if, as of Closing or such earlier date as specified in this Agreement, (i) no Party shall all conditions in ARTICLE VII have the right been met and Buyer defaults on its obligation to terminate close this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement transaction, or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date the conditions in ARTICLE VIII have not been met; provided, however, that nothing contained in this Section 11.1(d) shall be postponed to the extent necessary to resolve all disputes being arbitrated limit Seller’s rights pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements;11.2 below. (ce) by either By Seller or Buyer if any Governmental Authority a court of competent jurisdiction or other governmental agency shall have issued an order, judgment decree, or decree ruling or taken any other action challenging(which order, delayingdecree, restrainingor ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or invalidating otherwise determining that the consummation of any of the such transactions contemplated herein; orwould be unlawful, and such order, decree or ruling shall have become final and nonappealable. (df) If By Seller as provided in Section 2.3. In the sum event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or effect as of the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defectsdate of delivery of such written notice of termination, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which Buyer and Seller shall include any unresolved disputed Environmental Defects equally share the cancellation charges, if any, of the Escrow Agent and any unRemediated Environmental DefectsTitle Company, whether or not Seller has elected to attempt to Remediate), plus (iii) no party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the aggregate costs to repair or restore any portion termination of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice and (iv) all Escrowed Funds shall be released to the other parties hereto; provided, however, that Buyer may not terminate pursuant party entitled to this the same in accordance with Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect2.4 hereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing as follows: (a) by mutual written consent of By Buyer, in its sole and absolute discretion, at any time during the PartiesDue Diligence Period for any reason or for no reason whatsoever; (b) by either By written agreement of Seller or and Buyer; (c) By Buyer if if, as of the Closing shall or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have not have occurred on been met, or before October 31as specifically provided for in Sections 7.5, 201311.2(a)(i), 12.16, and 12.17; provided, however, that (inothing contained in this Section 11.1(c) no Party shall have the right to terminate this Agreement limit Seller’s rights pursuant to this clause 11.2 below; (bd) if By Seller if, as of Closing or such Party is at such time in material breach of its representations and warranties set forth earlier date as specified in this Agreement or negligently or willfully failed Agreement, all conditions in ARTICLE VII have been met but the conditions in ARTICLE VIII have not been met and Buyer defaults on its obligation to perform or observe its covenants and agreements herein close this transaction; provided, however, that nothing contained in any material respect and (iithis Section 11.1(d) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated limit Seller’s rights pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements;11.2 below; or (ce) by either By Seller or Buyer if any Governmental Authority a court of competent jurisdiction or other governmental agency shall have issued an order, judgment decree, or decree ruling or taken any other action challenging(which order, delayingdecree, restrainingor ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or invalidating otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable. In the event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the transactions contemplated herein; or (d) If the sum of Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or effect as of the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defectsdate of delivery of such written notice of termination, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which Buyer and Seller shall include any unresolved disputed Environmental Defects equally share the cancellation charges, if any, of the Escrow Agent and any unRemediated Environmental DefectsTitle Insurer, whether or not Seller has elected to attempt to Remediate), plus (iii) no party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the aggregate costs to repair or restore any portion termination of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice and (iv) all Escrowed Funds shall be released to the other parties hereto; provided, however, that Buyer may not terminate pursuant party entitled to this the same in accordance with Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect2.4 hereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing as follows: (a) by mutual written consent of By Buyer, in its sole and absolute discretion, at any time during the Parties;Due Diligence Period for any reason or for no reason whatsoever; or (b) by either By written agreement of Seller or and Buyer; or (c) By Buyer if if, as of the Closing shall or such earlier date as specified in this Agreement, all conditions in ARTICLE VIII, other than Section 8.4 and/or 8.5, have been met, but all conditions in ARTICLE VII have not have occurred on been met, or before October 31as specifically provided for in Sections 7.6, 201311.2(a), 12.18 and 12.19; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth nothing contained in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (iiSection 11.1(c) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated limit Buyer’s rights pursuant to Section 8.8 under this Agreement or under any of 11.2 below in the Cinco Purchase Agreementsevent that Seller is in default; (cd) by either By Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII, other than Section 7.15 and/or 7.16, have been met but all conditions in ARTICLE VIII have not been met or Buyer defaults on its obligation to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights pursuant to Section 11.2 below in the event that Buyer is in default; or (e) By Seller or Buyer if any Governmental Authority a court of competent jurisdiction or other governmental agency shall have issued an order, judgment decree, or decree ruling or taken any other action challenging(which order, delayingdecree, restrainingor ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or invalidating otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable. (f) By Buyer if Buyer obtains Knowledge of any matter that causes any material representation or warranty of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include Seller contained herein to be untrue or inaccurate in any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretomaterial respect; provided, however, that prior to termination Buyer may not terminate gives written notice to Seller specifying the material representation or warranty of the Seller contained herein that Buyer alleges to be untrue or inaccurate in any material respect. (g) In the event this Agreement is terminated pursuant to this Section 12.1(d11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the Seller or Buyer hereunder, then (i) until this Agreement shall be of no further force or effect as of the date of delivery of such time as written notice of termination, (ii) the Buyer and Seller shall equally share the cancellation charges, if any, of the Escrow Agent and Title Insurer, (iii) no party shall have had any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Agreement, and (iv) all Escrowed Funds shall be released to the party entitled to the same in accordance with Section 2.4 hereof. (h) In addition to this Agreement, Buyer and Bay View of Boston Associates Limited Partnership, an affiliate of Seller, have also executed that certain Purchase and Sale Agreement dated as of the Effective Date for the purchase of that certain facility known as “Compass on the Bay” (the “Compass Purchase Agreement”). Any default hereunder shall be deemed a reasonable opportunity to Cure default under the Compass Purchase Agreement and any Title Defect or Remediate any Environmental Defectdefault under the Compass Purchase Agreement shall be deemed a default under this Agreement; provided, however, that if the Closing of the transaction contemplated by this Agreement has occurred but the closing of the transaction set forth in the Compass Purchase Agreement has not occurred then the provisions of this Section 11.1(h) shall be of no further force and effect.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of KBC, prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of the PartiesEQBK and KBC; (b) by either Seller KBC or Buyer EQBK (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October 31waived by June 30, 20132018; provided, that such date may be extended to such later date as agreed upon by the parties hereto; (c) by either EQBK or KBC if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 9.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such Order, decree, ruling or other action. (bd) by either EQBK or KBC if such Party is at such time in material there has been any Material Adverse Change with respect to the other party; (e) by EQBK, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of KBC or negligently any other agreement contemplated hereby, which breach or willfully failed failure to perform be true and correct, either individually or observe its covenants in the aggregate with all other breaches (or failures of such representations and agreements herein warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 8.01 or Section 8.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 9.01(e) shall not be available to EQBK if it or under Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If EQBK desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(e), then it must notify KBC in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. KBC shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cf) by either Seller or Buyer KBC, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of EQBK or Merger Sub or any other agreement contemplated herein; or hereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (d) If the sum or failures of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects such representations and any unCured Title Defects, whether or not Seller has elected warranties to attempt to Curebe true and correct), plus (ii) would constitute, if occurring or continuing on the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsClosing Date, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion failure of the Assets subject conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written under this Section 9.01(f) shall not be available to KBC if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If KBC desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(f), then it must notify EQBK in writing of its intent to terminate stating the reason therefor. EQBK shall have thirty (30) days from the receipt of such notice to cure the other parties heretoalleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (g) by EQBK or KBC, if this Agreement and the Merger are not approved by the Requisite KBC Vote at its Shareholders’ Meeting, or at any adjournment or postponement thereof; provided, however, that Buyer KBC may not terminate this Agreement pursuant to this Section 9.01(g) if KBC has breached in any material respect any of its obligations under this Agreement, in each case in a manner that caused the failure to obtain the approval of the KBC shareholders at the Shareholders’ Meeting, or at any adjournment or postponement thereof; (h) by KBC prior to obtaining the approval of the KBC shareholders at the Shareholders’ Meeting, and subject to the terms and conditions of Section 5.23(e), in order to accept a Superior Proposal; (i) by EQBK if the KBC Board shall have effected a Change in Recommendation; (j) by EQBK if KBC or the Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; (k) by KBC if EQBK or Equity Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; or (l) by KBC, not later than the end of the second Business Day following the Calculation Date, in the event that as of the Calculation Date, both of the following conditions are satisfied: (i) the EQBK Closing VWAP is less than 80% of the EQBK Starting Price; and (ii) the quotient of (A) the EQBK Closing VWAP, divided by (B) the EQBK Starting Price, is less than the product of (X) the Index Change Ratio, multiplied by (Y) 0.80. If KBC elects to terminate pursuant to this Section 12.1(d9.01(l) until and provides such time as Seller written notice to EQBK, then within two (2) Business Days following EQBK’s receipt of such notice, EQBK may elect by written notice to KBC to reinstate the Merger and the other transactions contemplated by this Agreement and at its option: (A) adjust the Per Share Merger Consideration to adjust the number of shares of EQBK Class A Stock to be issued to holders of KBC Stock such that solely for the purpose of this Section 9.01(l) when calculating the Per Share Merger Consideration pursuant to Section 1.05, (i) the term “Total Stock Amount” shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.mean the lesser of (x) $22,650,390, and (y) the product of $22,650,390 multiplied by the Index Change Ratio, and (ii) the term “EQBK Closing VWAP” shall be substituted for “Agreed EQBK Stock Price” where applicable; or

Right of Termination. This The Procuring Entity may terminate this Agreement and by giving thirty (30) days prior official notice to the transactions contemplated hereby may be completely terminated JV Consultant without giving any reasons, or at any time at or prior by notice in writing to the ClosingJV Consultant in the following circumstances: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under If any of the Cinco Purchase Agreements; (c) by either Seller partners of the JV Consultant becomes insolvent or Buyer enters into voluntary or compulsory liquidation or pass an effective resolution for winding up or make an arrangement or composition with its creditors or if any Governmental Authority shall have issued an order, judgment receiver be appointed on behalf of debenture holders or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinotherwise; or (db) If the sum of (i) Procuring Entity has any reason to believe that the Aggregate Title Defect Value (which shall include JV Consultant or any unresolved disputed Title Defects and any unCured Title Defectsone employed by him or acting on his behalf, whether with or without the JV Consultant’s knowledge, engages in illegal practice(s) in connection with this Agreement. For grounds of breach, termination may only occur if the JV Consultant has not Seller has elected remedied the situation to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion reasonable satisfaction of the Assets subject to Procuring Entity at the expiration of a Casualty Loss period of thirty (or condemnation or eminent domain, 30) days from the Allocated Value date of such Assets) and any other Damages related thereto, exceeds 15% notice of the unadjusted Purchase Price, then either Seller or Buyer breach. The JV Consultant may terminate this Agreement upon thirty (30) days notice in writing to the Procuring Entity if: a) it becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administrations; or b) it ceases or threatens to cease conducting its business in the normal manner; or c) it breaches any clause of this Agreement, and such breach if capable of being remedied, is not remedied within thirty (30) days’ of written notice by the other party; or d) it is in material breach of any of the terms and conditions under this Agreement; or e) if it is otherwise no longer capable of complying with its obligations under this Agreement. Upon termination of this Agreement, where applicable: a) the JV Consultant will retain any moneys paid; and/or b) the JV Consultant shall be entitled for payment of the work performed which has not previously been paid; and/or c) Both Parties shall be regarded as discharged from any further obligations under this Agreement, without prejudice to Clause 33 of the GCC; and d) Both Parties may pursue any additional or alternative remedies provided by law. The termination of this Agreement shall be without prejudice to the other parties hereto; providedrights of the Parties accrued up to the date of such expiry or termination. Further, however, that Buyer may not terminate pursuant the foregoing grounds for termination shall be without prejudice to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectClauses 27 & 28 of the GCC.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated and abandoned at any time at or prior to or at the ClosingClosing as follows, and in no other manner: (a) by A. By the mutual written consent of the PartiesPurchaser and the Seller; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer B. By Purchaser if any Governmental Authority or Self-Regulatory Authority refuses to grant any approval or consent required, or deemed by Purchaser, Manhattan Bancorp or any upper tier holding company of Manhattan Bancorp to be advisable, in connection with Purchaser’s investment in Seller or the proposed activities of Seller, or imposed any conduct therein deemed by Purchaser, Manhattan Bancorp or any upper tier holding company of Manhattan Bancorp to be materially burdensome to Purchaser, Manhattan Bancorp, any upper tier holding company of Manhattan Bancorp, Bank or Company; C. By either the Purchaser or the Seller if any court of competent jurisdiction or other Government Authority or Self-Regulatory Authority shall have issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting the Agreement or invalidating the consummation transactions contemplated hereby and such order, decree, ruling or other action shall have become final and nonappealable; D. By the Purchaser if there shall have been any Material Adverse Change in the Seller after the date of this Agreement; E. By the Seller if there shall have been any Material Adverse Change in the Purchaser or Manhattan Bancorp, or any of their affiliates, after the date of this Agreement; F. By the Purchaser if the Seller shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or in any other agreement contemplated hereby, and such failure shall not have been cured within a period of ten (10) calendar days after notice from the Purchaser, or if any of the transactions representations or warranties of the Seller contained herein or therein shall be inaccurate in any material respect; G. By the Seller if the Purchaser shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or in any other agreement contemplated hereinhereby and such failure shall not have been cured within a period of ten (10) calendar days after notice from the Seller, or if any of the representations or warranties of the Purchaser contained herein or therein shall be inaccurate in any material respect; or (d) If H. By either party in the sum of (i) event the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title DefectsClosing does not occur by March 31, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto2009; provided, however, that Buyer may the terminating party is not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectthen in breach of its obligations hereunder.

Right of Termination. This (a) Sellers agree that in the event Purchaser determines that any one or more of the Properties is not suitable for its purposes for any reason or no reason whatsoever, Purchaser shall have the right to terminate this Agreement in its entirety (and the transactions contemplated hereby may be completely terminated at any time at or not in part) by giving written notice thereof to Sellers’ Representative prior to the Closing: expiration of the Inspection Period. If Purchaser gives such notice of termination prior to the expiration of the Inspection Period, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser. TIME IS OF THE ESSENCE WITH RESPECT TO THE PROVISIONS OF THIS SECTION 3.2(a). If Purchaser fails to give Sellers’ Representative a notice of termination prior to the expiration of the Inspection Period, then (ai) Purchaser shall no longer have any right to terminate this Agreement under this Section 3.2(a), and (ii) notwithstanding anything to the contrary contained in this Agreement, Purchaser shall be deemed to have waived any liability of Sellers and any right to refuse to consummate the Closing (or otherwise terminate this Agreement) by mutual written consent reason of any state of facts or condition known to Purchaser as of (or contained in any document made available or delivered to Purchaser prior to) the last day of the Parties;Inspection Period. (b) Sellers shall have the right to terminate this Agreement in its entirety (and not in part) by either Seller or Buyer if the Closing shall not have occurred giving written notice thereof to Purchaser (“Sellers’ Termination Notice”) on or before October 31the earlier to occur of (x) December 11, 2013; provided2013 and (y) the date that Purchaser delivers a written notice to Sellers’ Representative waiving Purchaser’s right to terminate this Agreement pursuant to Section 3.2(a). If, howeverPurchaser delivers a written notice to Sellers’ Representative waiving Purchaser’s right to terminate this Agreement pursuant to Section 3.2(a) prior to Sellers’ delivery of Sellers’ Termination Notice, that then (i) Sellers’ right to terminate this Agreement pursuant to this Section 3.2(b) shall be deemed null and void, (ii) Purchaser shall no Party longer have any right to terminate this Agreement under Section 3.2(a) and (iii) Purchaser shall be deemed to have waived any liability of Sellers and any right to refuse to consummate the Closing (or otherwise terminate this Agreement) by reason of any state of facts or condition known to Purchaser as of (or contained in any document made available or delivered to Purchaser prior to) the date in which Purchaser waived its right to terminate this Agreement pursuant to Section 3.2(a). Notwithstanding anything in this Section 3.2(b) to the contrary, if Purchaser waives its right to terminate this Agreement by written notice to Sellers’ Representative before the expiration of the Inspection Period, Purchaser shall still have the right to terminate this Agreement pursuant to this clause Purchaser’s rights under Article II (b) if such Party is at such time in material breach of its representations title and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Curesurvey), plus Section 4.6 (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected Conditions Precedent to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion Obligation of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such AssetsPurchaser) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may Section 6.2 (Default by Seller). If Sellers exercise their right to terminate this Agreement upon written notice pursuant to the other first sentence of this Section 3.2(b) and Purchaser fails to timely waive its right to terminate this Agreement under Section 3.2(a), then this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser, and Sellers shall promptly reimburse Purchaser for its direct and actual reasonable out-of-pocket due diligence costs and expenses incurred by Purchaser to third parties hereto; provided, however, that Buyer may are not terminate affiliated with Purchaser (documented by invoices received by Purchaser from such third parties) in connection with this transaction. TIME IS OF THE ESSENCE WITH RESPECT TO THE PROVISIONS OF THIS SECTION 3.2(b). If Sellers fail to timely give Purchaser a notice of termination pursuant to this Section 12.1(d) until such time as Seller 3.2(b), then Sellers shall no longer have had a reasonable opportunity any right to Cure any Title Defect or Remediate any Environmental Defectterminate this Agreement under this Section 3.2(b).

Right of Termination. This Agreement may be terminated, and the transactions contemplated hereby Merger may be completely terminated abandoned, at any time at before the Effective Time, as follows, and in no other manner: A. By the mutual written agreement of BOJ and Investar. B. By either Investar or prior BOJ, if the Effective Time has not occurred by the close of business on May 31, 2018, or such later date as may be mutually agreeable to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013parties; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 9.01B will not be available to any Party whose failure to comply with its obligations under, or breach of any representation or warranty set forth in, this clause Agreement has materially contributed to the failure of the Effective Time to occur on or before such date. C. By either Investar or BOJ, if any Requisite Regulatory Approval is denied by a final, nonappealable action of any Governmental Authority, or if Investar or BOJ reasonably determines in good faith after consultation with their respective counsel that there is substantial likelihood that any Requisite Regulatory Approval will not be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the transactions contemplated by this Agreement. D. By either Investar or BOJ (b) if such provided that the Party terminating this Agreement is at such time not then in material breach of its representations and warranties set forth any representation, warranty, covenant or other agreement contained in this Agreement), if there has been a material breach by the other Party of any representation, warranty, covenant or agreement contained in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material Schedule or document delivered under this Agreement, or any such representation or warranty shall have become untrue after the date of this Agreement such that Section 8.02A or Section 8.02B, with respect to BOJ, or Section 8.03A or Section 8.03B, with respect to Investar, would not be satisfied and such breach is not curable or, if curable, has not been cured within thirty (30) days after written notice of the breach is given by the non-breaching Party to the breaching Party. E. By BOJ at any time before the BOJ Shareholder Approval if before such time, BOJ receives an unsolicited bona fide Acquisition Proposal and the board of directors of BOJ determines in its good faith judgment (after consultation with its financial advisors and outside legal counsel), that (i) such Acquisition Proposal (if consummated pursuant to its terms and after giving effect to the payment of the Termination Fee and Investar Expenses (each as defined herein) is a Superior Proposal and (ii) such date shall be postponed the failure to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice and accept such Superior Proposal would cause or is reasonably likely to the other parties heretocause it to violate its fiduciary duties under applicable law; provided, however, that Buyer BOJ may not terminate pursuant to this Agreement under this Section 12.1(d9.01E unless: (i) BOJ has provided prior written notice to Investar at least five (5) business days in advance (the “Notice Period”) of taking such action, which notice advises Investar that the board of directors of BOJ has received a Superior Proposal, specifies the material terms and conditions of such Superior Proposal (including the identity of the Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) making the Superior Proposal); and (ii) during the Notice Period, BOJ negotiates, and causes its financial advisor, if any, and outside legal counsel to negotiate, with Investar in good faith (to the extent Investar desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal, and the board of directors of BOJ considers such adjustments in the terms and conditions of this Agreement resulting from such negotiations and concludes in good faith based upon consultations with its financial advisors and the advice of its outside legal counsel that such Superior Proposal remains a Superior Proposal even after giving effect to the adjustments in the terms and conditions of this Agreement proposed by Investar. If during the Notice Period any revisions are made to the Superior Proposal and the BOJ Board in its good faith judgment determines such revisions are material, BOJ shall deliver a new written notice to Investar and shall comply with the requirements of this Section 9.01E with respect to such new written notice, except that the new Notice Period shall be three (3) business days. Termination under this Section 9.01E shall not be deemed effective until such time payment of the Termination Fee and/or Investar Expenses as Seller required by Section 9.04. F. By Investar if (i) BOJ has breached its covenant contained in Section 7.08 prior to the termination of this Agreement; (ii) the BOJ Board resolves to accept a Superior Proposal; or (iii) the BOJ Board effects a Change in Recommendation. G. By either Investar or BOJ if the BOJ Shareholder Approval shall not have had a reasonable opportunity been obtained by reason of the failure to Cure any Title Defect or Remediate any Environmental Defectobtain the required vote at the BOJ Meeting.

Right of Termination. This Agreement may be terminated, and the transactions contemplated hereby Contemplated Transactions may be completely terminated abandoned, at any time at or prior to the ClosingEffective Time, as follows, and in no other manner: (aA) by By the mutual written consent agreement of the Parties;CFG and Investar. (bB) by By either Seller Investar or Buyer CFG, if the Closing shall Effective Time has not have occurred by the close of business on or before October December 31, 20132021 (the "Outside Date"), or such later date as may be mutually agreeable to the parties; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 8.01(B) will not be available to any party whose failure to comply with its obligations under, or breach of any representation or warranty set forth in, this clause Agreement has resulted in, or principally caused, the failure of the Effective Time to occur on or before such date. (bC) By either Investar or CFG, (1) if such Party any Requisite Regulatory Approval is at such time denied by a final, nonappealable written action of any Governmental Authority, (2) if Investar and CFG both reasonably determine in good faith after consultation with their respective counsel that there is a substantial likelihood that any Requisite Regulatory Approval will not be obtained, or (3) if Investar and CFG both reasonably determine in good faith after consultation with their respective counsel that there is a substantial likelihood that any Requisite Regulatory Approval will be obtained only upon a condition or requirement, excluding standard conditions that are normally imposed by the regulatory authorities in bank merger and acquisition transactions, that would, in the good faith reasonable judgment of the board of directors of Investar and as agreed to by CFG, materially and adversely affect the business, operations, financial condition, property or assets of the combined enterprise of Investar and CFG or materially impair the value of CFG to Investar (a “Burdensome Condition”). (D) By either Investar or CFG (provided that the party terminating this Agreement is not then in material breach of its representations and warranties set forth any representation, warranty, covenant or other agreement contained in this Agreement), if there has been a material breach by the other party of any representation, warranty, covenant or agreement contained in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material Schedule or document delivered under this Agreement, or any such representation or warranty shall have become untrue after the date of this Agreement such that Section 7.03(A), with respect to CFG, or Section 7.02(A), with respect to Investar, would not be satisfied and such breach is not curable or, if curable, has not been cured within thirty (30) days after written notice of the breach is given by the non-breaching party to the breaching party. (E) By CFG at any time before the CFG Shareholder Approval if before such time, CFG receives an unsolicited bona fide Acquisition Proposal and the board of directors of CFG determines in its good faith judgment (after consultation with its outside legal counsel and with respect to financial matters its financial advisors), that (i) such Acquisition Proposal (if consummated pursuant to its terms and after giving effect to the payment of the CFG Termination Fee (as defined herein) and any changes to this Agreement agreed to by Investar pursuant to Section 8.01(E)(ii)) is reasonably likely to lead to a Superior Proposal and (ii) such date shall be postponed the failure to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretoand accept such Superior Proposal would be inconsistent with its fiduciary duties under applicable law; provided, however, that Buyer CFG may not terminate pursuant to this Agreement under this Section 12.1(d8.01(E) unless: (i) CFG has provided prior written notice to Investar at least three (3) Business Days in advance (the “Notice Period”) of terminating this Agreement, which notice advises Investar that the board of directors of CFG has received a Superior Proposal, specifies the material terms and conditions of such Superior Proposal (including the identity of the Person or “Group” (as such term is defined in Section 13(d) under the Exchange Act) making the Superior Proposal); and (ii) during the Notice Period, CFG negotiates, and causes its financial advisor and outside legal counsel to negotiate, with Investar in good faith (to the extent Investar desires to so negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal, and the board of directors of CFG considers such adjustments in the terms and conditions of this Agreement resulting from such negotiations and concludes in good faith after consultations with its financial advisors and the advice of its outside legal counsel that such Superior Proposal remains a Superior Proposal even after giving effect to the adjustments in the terms and conditions of this Agreement proposed by Investar. If during the Notice Period any revisions are made to the Superior Proposal and the board of directors of CFG in its good faith judgment determines such revisions are material, CFG shall deliver a new written notice to Investar and shall comply with the requirements of this Section 8.01(E) with respect to such new written notice, except that the new Notice Period shall be two (2) Business Days. Termination under this Section 8.01(E) shall not be deemed effective until such time payment of the CFG Termination Fee as Seller required by Section 8.03. (F) By Investar if (i) CFG has breached its covenant contained in Section 6.07 prior to the termination of this Agreement in a manner materially adverse to Investar; (ii) the CFG board of directors resolves to accept a Superior Proposal; or (iii) the CFG board of directors effects a Change in Recommendation. (G) By either Investar or CFG if the CFG Shareholder Approval shall not have had a reasonable opportunity been obtained by reason of the failure to Cure any Title Defect or Remediate any Environmental Defectobtain the required vote at the CFG Meeting.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Sellers; (b) by either Seller Sellers on the Closing Date if the conditions set forth in Section 11.01 and Section 11.02 have not been satisfied or waived by Sellers; (c) by Buyer on the Closing Date if the conditions set forth in Section 11.01 and Section 11.03 have not been satisfied or waived by Buyer; (d) by Buyer or Sellers, upon notice to the other Party on or after November 30, 2017 (the “Termination Date”), if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Seller Buyer or Buyer Sellers if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement; or (df) If by Buyer or Sellers if the sum of (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title DefectsBenefits) determined in accordance with Article IV, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion value of the Assets subject to a Casualty Loss Preferential Purchase Rights or Third Party consents and that are not conveyed to Buyer at Closing due to the rights holder exercising its Preferential Purchase Right or withholding consent, and (iv) the aggregate Losses attributable to casualty losses, or the aggregate value of Assets taken in condemnation or under the right of eminent domain, in each case under this subpart (iv) that occur after the Allocated Value of such Assets) and any other Damages related theretoExecution Date but prior to Closing, exceeds 15% seventeen and one-half percent (17.5%) of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, Sellers or Buyer may not shall have the right and option to postpone the Closing Date until each such Dispute is resolved; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause Section 13.01(b), Section 13.01(c), Section 13.01(d) or Section 13.01(f) above if that Party is at the time in material breach of any provision of this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and Sellers agree that in the transactions contemplated hereby may event Purchaser determines (such determination to be completely terminated at made in Purchaser’s sole discretion) that the Properties (or any time at or prior to the Closing: (aof them) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall are not have occurred on or before October 31suitable for its purposes, 2013; provided, however, that (i) no Party Purchaser shall have the right to terminate this Agreement as to all Properties only by giving written notice thereof to Seller Contract Agent prior to the expiration of the Inspection Period. If Purchaser gives such notice of termination prior to the expiration of the Inspection Period, this Agreement shall terminate as to all Properties and the Xxxxxxx Money shall be returned to Purchaser and neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Purchaser fails to give Seller Contract Agent a notice of termination prior to the expiration of the Inspection Period, Purchaser shall no longer have any right to terminate this Agreement under this Section 3.2 and shall be bound to proceed to Closing and consummate the transaction contemplated hereby pursuant to the terms of this clause Agreement (subject to any other express conditions precedent provided herein). If Purchaser terminates this Agreement for any reason permitted in this Agreement prior to Closing, upon request from Seller Contract Agent, Purchaser shall (at its expense and without compensation from Sellers): (a) re-deliver to Seller Contract Agent all of the Due Diligence Information and other materials delivered to Purchaser by Sellers in connection with the Properties and its review thereof; provided that such requirement shall not apply with respect to any information which is a matter of public record or which was made available by web portal; and (b) if upon Seller Contract Agent’s request, deliver to Seller Contract Agent copies of any and all reports, assessments and surveys which Purchaser may have obtained with respect to the Properties including all third-party environmental site assessments, property condition reports, engineering studies of any kind and appraisals (such third-party prepared environmental site assessments, property condition reports, engineering studies of any kind and appraisals are referred to as “Third Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date Reports”). The Third Party Reports shall be postponed delivered by Purchaser to Seller without any representation or warranty on the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any part of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related Purchaser with respect thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.

Right of Termination. This Agreement and the transactions contemplated hereby Share Exchange may be completely terminated at any time at or prior to the ClosingClosing Date: (a) by By the mutual written consent of the Parties;Armitec and JRO. (b) by either Seller JRO or Buyer Armitec if the Closing Date shall not have occurred on or before October 31January 26, 20132000; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause (bSection 10.01(b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein shall not have breached in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 its obligations under this Agreement in any manner that shall have materially contributed to the failure to consummate the Share Exchange on or under any of the Cinco Purchase Agreements;before such date; and (c) by either Seller JRO or Buyer Armitec if (i) a statute, rule, regulation or executive order shall have been enacted, entered, promulgated or enforced by any Governmental Authority shall have issued prohibiting the consummation of the Share Exchange substantially on the terms contemplated hereby or (ii) an order, judgment decree, ruling or decree or taken any other action challenging, delaying, injunction shall have been entered permanently restraining, enjoining, enjoining or otherwise prohibiting or invalidating the consummation of any of the transactions Share Exchange substantially on the terms contemplated hereinhereby and such order, decree, ruling or injunction shall have become final and non-appealable; orprovided, that the party seeking to terminate this Agreement pursuant to this Section 10.01(c)(ii) shall have used its reasonable best efforts to remove such order, decree, ruling or injunction. (d) If by either Armitec or JRO (and the sum JRO Shareholders) on or before December 22, 2000, if either of such party's due diligence investigation has disclosed the existence of any condition, information, item or matter related to the other party's financial condition or capitalization, which, in the investigating party's good faith, reasonable discretion, would make it inadvisable to consummate the exchange of stock and the other transactions contemplated by this Agreement. (e) by either Armitec or JRO (and the JRO Shareholders) if either of such party's due diligence investigation has disclosed the existence of (i) any matter relating to the Aggregate Title Defect Value other party or its business that is materially and adversely (which shall include any unresolved disputed Title Defects and any unCured Title Defectsto the investigating party) at variance with those matters theretofore disclosed to the investigating party prior to December 22, whether 2000, or not Seller has elected to attempt to Cure), plus (ii) any matter which, in the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defectsinvestigating party's reasonable judgment, whether indicates a material adverse change in the condition, assets or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion prospects of the Assets subject other party, which would make it inadvisable to a Casualty Loss (or condemnation or eminent domain, consummate the Allocated Value exchange of such Assets) stock and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate transactions contemplated by this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of TBT, prior to or at the ClosingClosing as follows, and in no other manner: (a) by By the mutual written consent of FFIN and TBT, duly authorized by the Partiesboard of directors of each of FFIN and TBT; (b) by By either Seller TBT or Buyer FFIN (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October 31waived by May 15, 20132020, or such later date as has been approved by the parties hereto; (c) By either FFIN or TBT if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state Governmental Entity has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting this Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 9.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such Order, decree, ruling or other action; (bd) By either FFIN or TBT if such Party it reasonably determines, in good faith and after consulting with counsel, there is at such time in material substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that could reasonably be expected to be materially burdensome on, or materially impair the anticipated benefits of the Merger to, FFIN and its Subsidiaries and Affiliates, taken as a whole; (e) by either FFIN or TBT if there has been any Material Adverse Change with respect to the other party; (f) by FFIN, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of TBT or negligently any other agreement contemplated hereby, which breach or willfully failed failure to perform be true and correct, either individually or observe its covenants in the aggregate with all other breaches (or failures of such representations and agreements herein warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 8.01 or Section 8.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 9.01(f) shall not be available to FFIN if it or under Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If FFIN desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(f), then it must notify TBT in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. TBT shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cg) by either Seller or Buyer TBT, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of FFIN or Merger Sub or any other agreement contemplated hereinhereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to terminate this Agreement under this Section 9.01(g) shall not be available to TBT if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If TBT desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(g), then it must notify FFIN in writing of its intent to terminate stating the reason therefor. FFIN shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (h) By FFIN or TBT, if the TBT Shareholder Approval has not occurred at the Shareholders’ Meeting; provided, that TBT may only terminate this Agreement pursuant to this Section 9.01(h) if the TBT Board recommended that the shareholders of TBT vote in favor of the approval and adoption of this Agreement and the Merger; (i) By FFIN in accordance with Section 5.12; (j) By FFIN if TBT or the Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; or (dk) If the sum of By FFIN, if (i) TBT has mailed the Aggregate Title Defect Value Proxy Statement/Prospectus to its shareholders and TBT does not hold the Shareholders’ Meeting within sixty (which shall include any unresolved disputed Title Defects and any unCured Title Defects60) days thereafter, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsTBT Board fails to recommend that the TBT shareholders vote in favor of approval of this Agreement, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair individuals that executed a Voting Agreement or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Director Support Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall 5.23 and Section 5.24 hereto have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectviolated the terms thereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller on the Closing Date if the conditions set forth in Article 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article 9 have not been satisfied in all material respects by Seller or waived by Buyer in writing by the Closing Date; (d) by either Buyer or Seller if the Closing shall not have occurred on or before October January 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements2018; (ce) by either Buyer or Seller or Buyer if any Governmental Authority shall have issued an a final and non-appealable order, judgment judgment, or decree or taken any other final and non‑appealable action challenging, delaying, restraining, enjoining, prohibiting prohibiting, or invalidating the consummation of any of the transactions contemplated herein; or; (df) If the sum of by either Buyer or Seller if (i) the Aggregate aggregate amount of the Title Defect Value (which shall include any unresolved disputed Values with respect to all Title Defects asserted by Buyer reasonably and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), in good faith plus (ii) the Aggregate aggregate amount of the Environmental Defect Value (which shall include any unresolved disputed Values with respect to all Environmental Defects asserted by Buyer reasonably and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), in good faith plus (iii) the aggregate costs to repair or restore any portion amount of the Assets subject to a all Casualty Loss Losses plus (or condemnation or eminent domain, iv) the Allocated Value of such Assets) all Assets excluded from the purchase and any other Damages related theretosale contemplated herein pursuant to the provisions of Article 4 (but not including the Allocated Value of those Assets excluded as a result of Seller’s failure to receive a Specified Consent on or prior to Closing or with respect to preferential rights to purchase pursuant to Section 4.06(b)(iii)), exceeds Fifteen Percent (15% %) of the unadjusted Purchase Price, then ; (g) by either Seller or Buyer may terminate if between execution of this Agreement upon written notice and Closing, one or more events has occurred that individually or in the aggregate has had or could reasonably be expected to the other parties heretohave a Material Adverse Effect; or (h) or otherwise provided herein; provided, however, that Buyer may no Party pursuant to clause (b), (c), or (d) above shall have the right to terminate this Agreement if such Party is at such time in Breach of any provision of this Agreement such that the conditions to Closing of such Party in Article 8 or Article 9, as applicable, would not be satisfied; provided, further, that to be effective, any Party desiring to terminate this Agreement pursuant to this Section 12.1(d) until 11.01 shall give written notice to the other Party of such time as Seller termination and shall have had a reasonable opportunity specify in such notice the clause or clauses of this Section 11.01 pursuant to Cure any Title Defect or Remediate any Environmental Defectwhich such termination is being made.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at before the Effective Time (except as otherwise set forth in this Section 9.01), whether before or prior to after approval by the ClosingGBNK stockholders or IBG shareholders as follows, and in no other manner: (aA) by By the mutual written consent of GBNK and IBG, duly authorized by the Parties;GBNK Board and the IBG Board, respectively. (bB) by By either Seller GBNK or Buyer IBG if the Closing shall not have occurred on or before October 31April 2, 20132019 (the “Closing Date Deadline”); provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 9.01(B) shall not be available to this clause (b) if any party whose action or failure to act has been the cause of or resulted in the failure of the Closing to occur on or before such Party is at date and such time in action or failure to act constitutes a material breach of its representations this Agreement. (C) By either IBG or GBNK if (i) any Regulatory Approval required to be obtained pursuant to Section 8.04 or Section 7.03 has been denied by the relevant Governmental Authority and warranties set forth in this Agreement such denial has become final and nonappealable or negligently if any such Regulatory Approval includes, or willfully failed to perform will not be issued without, the imposition of a Burdensome Condition, or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority of competent jurisdiction shall have issued an order, judgment injunction, decree or decree ruling or taken any other action challenging, delaying, permanently restraining, enjoining, invalidating or otherwise prohibiting this Agreement or invalidating the consummation of any of other agreement contemplated hereby, or the transactions contemplated herein; orhereby or thereby and such order, injunction, decree, ruling or other action shall have been final and nonappealable. (dD) If By IBG, if GBNK shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement which breach or failure, if continuing on the sum Closing Date, would, individually or together with all other such uncured breaches or failures by GBNK, constitute grounds for the conditions set forth in Section 8.01 or Section 8.02 not to be satisfied on the Closing Date, and such breach or failure shall not have been cured within a period of thirty (30) calendar days after written notice from IBG (or such fewer days as remain prior to the Closing Date Deadline). (E) By GBNK, if IBG shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure, if continuing on the Closing Date, would, individually or together with all other such uncured breaches or failures by IBG, constitute grounds for the conditions set forth in Section 7.01 or Section 7.02 not to be satisfied on the Closing Date, and such breach or failure shall not have been cured within a period of thirty (30) calendar days after written notice from GBNK (or such fewer days as remain prior to the Closing Date Deadline). (F) By either IBG or GBNK, if (i) the Aggregate Title Defect Value (Requisite GBNK Stockholder Approval shall not have been obtained at the GBNK Meeting, or any adjournment or postponement thereof, called for such purpose at which shall include any unresolved disputed Title Defects and any unCured Title Defectsa vote on this Agreement is taken, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (Requisite IBG Shareholder Approval shall not have been obtained at the IBG Meeting, or any adjournment or postponement thereof, called for such purpose at which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate vote on this Agreement upon written notice to the other parties heretois taken; provided, however, that Buyer may the right to terminate this Agreement under this Section 9.01(F) shall not terminate be available to any party whose action or failure to act has been the cause of or resulted in the failure of the Requisite GBNK Stockholder Approval or the Requisite IBG Shareholder Approval, as applicable, to be obtained and such action or failure to act constitutes a material breach of this Agreement. (G) By IBG, if GBNK or the GBNK Board shall have made a GBNK Change in Recommendation or failed to comply in any material respect with its obligations under Section 1.08(B) or Section 5.10. (H) By GBNK, if IBG or the IBG Board shall have failed to comply in any material respect with its obligations under Section 1.08(D). (I) By GBNK, at any time within two Business Days following the Determination Date (defined below) if both of the following conditions are satisfied: (1) The number obtained by dividing the Average Closing Price by the Starting Price (each as defined below) (the “IBG Ratio”) shall be less than 0.85; and (2) (x) the IBG Ratio shall be less than (y) the number obtained by dividing the Final Index Price by the Index Price on the Starting Date (each as defined below) and subtracting 0.15 from the quotient in this clause (2)(y); subject, however, to the following three sentences. If GBNK elects to exercise its termination right pursuant to this Section 12.1(d) until 9.01(I), it shall give written notice to IBG. Following its receipt of such time as Seller notice, IBG shall have had the option, at its sole discretion, to increase the consideration to be received by the GBNK stockholders hereunder, by adjusting the Exchange Ratio (calculated to the nearest ten-thousandth) to a reasonable opportunity number (rounded to Cure any Title Defect or Remediate any Environmental Defect.the nearest ten-thousandth) equal to the quotient of (A) the product of (i) the product of the Starting Price, multiplied by 0.85, multiplied by (ii) the Exchange Ratio, divided by (B) the Average Closing Price. If IBG so elects, it shall give prompt written notice to GBNK of such election and the revised Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section 9.01(I) and this Agreement shall remain in effect in accordance with its terms (except as the Exchange Ratio shall have been so modified). For purposes of this Section 9.01(I), the following terms shall have the meanings indicated:

Right of Termination. This Agreement and Sellers agree that in the transactions contemplated hereby may event Purchaser determines, in its sole discretion, that the Property is not suitable for its purposes, then Purchaser shall have the right (“Purchaser’s Termination Right”) to terminate this Agreement. Purchaser’s Termination Right shall be completely terminated at any time at or exercisable only by sending written notice of termination (the “Notice of Termination”) to Sellers prior to the Closing: (a) by mutual written consent expiration of the Parties; (b) by either Seller or Buyer if Inspection Period. In the Closing event that Purchaser timely exercises Purchaser’s Termination Right, this Agreement shall not have occurred on or before October 31terminate, 2013; providedand the Xxxxxxx Money shall be returned to Purchaser and, howeverupon such termination, that (i) no Party the Xxxxxxx Money shall be returned to Purchaser and thereafter neither party shall have any further obligations hereunder except those that expressly survive termination of this Agreement. If Sellers fail to receive a Notice of Termination prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved the Property Documents and the Property in all respects and Purchaser’s Termination Right under this Section 3.3 shall automatically and irrevocably expire, except as provided elsewhere in this Agreement. In no event shall Purchaser have any right to terminate this Agreement under this Section 3.3 as to only a portion of the Property, a termination of this Agreement by Purchaser pursuant to its termination right under this clause Section 3.3 shall constitute a termination as to all of the Property. In the event of Purchaser’s termination of this Agreement under this Section 3.3 due solely to issues or conditions that Purchaser has relating solely to one Property, Seller agrees to receive an offer from Purchaser within seven (7) days of such termination with respect to Purchaser’s purchase of the other Property; provided however, (a) the foregoing shall not constitute an obligation or agreement on the part of Seller to sell or agree to sell the Property or any portion thereof to Purchaser after such a termination, (b) if such Party is at such time the foregoing shall not vest in material breach of its representations Purchaser or any other person or entity any right, title or interest in and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary Property or any portion thereof or any rights to resolve all disputes being arbitrated pursuant assert any claims or rights in or to Section 8.8 under this Agreement the Property or under any of the Cinco Purchase Agreements; portion thereof, and (c) by either Seller or Buyer if any Governmental Authority Purchaser shall have issued an order, judgment no rights or decree or taken remedies for any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating failure of on the consummation part of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectSeller.

Right of Termination. This Agreement 11.01 Except as limited herein immediately below, and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by except as provided elsewhere, either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant following the expiration of ninety (90) Days from written notification of default by one Party to the other and without cure of the default. For the purposes of this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date Agreement, it shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement deemed an act of default should any Party seek protection from its creditors through a declaration of bankruptcy or insolvency or by reorganization under any of the Cinco Purchase AgreementsBankruptcy laws of the United States. AEH shall have no right to terminate this Agreement except for VERDISYS’s 1) declaration of bankruptcy as prescribed by law, 2) failure to make payment due and owing under this Agreement, or 3) failure to market Technology as set forth in Paragraph 12.01. 11.02 Any termination of the Agreement shall not: (a) release VERDISYS or AEH from any claim of the other accrued hereunder prior to the effective date of such termination; (b) release VERDISYS or AEH from their obligations under Paragraphs 3.01, 3.02 and 3.03, respectively, unless otherwise released by the further terms hereof; (c) affect in any way any rights and immunities made available prior to the effective date of such termination by either Seller VERDISYS to AEH or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating through AEH to others under the consummation provisions of any of Paragraph 2.03 hereof but subject to the transactions contemplated herein; orterms and limitations hereof. (d) If affect or impair VERDISYS’s rights and immunities with respect to the sum commercial practice of (i) Licensed Process to the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defectsextent that VERDISYS, whether or not Seller has elected prior to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value effective date of such Assets) and termination, may have acquired from AEH any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretofully paid rights; provided, however, that Buyer VERDISYS shall have ninety (90) Days following the date of termination of this Agreement to acquire fully paid licenses by payment to AEH of the amount of royalties due therefor under the terms hereof, or (e) release AEH from any obligations to VERDISYS under Article XIV hereof regardless of whether any such liability or action has accrued or been filed or asserted as of the date of termination of this Agreement. 11.03 Upon termination of this Agreement, AEH shall remain the sole owner of the Licensed Trademarks and goodwill associated therewith and VERDISYS shall assert no rights thereto and shall discontinue the use thereof; provided, however, that for a period of one (1) year after termination of this Agreement, or such longer period as shall be reasonably necessary, VERDISYS may not terminate continue to use Technology pursuant to the terms of this Section 12.1(d) until such Agreement on any contract executed by VERDISYS prior to termination of this Agreement. VERDISYS expressly recognizes that it is obligated to continue to comply with Paragraph 5.03 of this Agreement for any period of time as Seller that it uses the Technology trademark. VERDISYS and AEH agree that this clause and the obligations thereunder shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectsurvive the termination of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing as follows: (a) by mutual written consent of By Buyer, in its sole and absolute discretion, at any time during the PartiesDue Diligence Period for any reason or for no reason whatsoever; (b) by either By written agreement of Seller or and Buyer; (c) By Buyer if if, as of the Closing shall or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have not have occurred on been met, or before October 31as specifically provided for in Sections 7.5, 201311.2(a)(i), 12.16, and 12.17; provided, however, that (inothing contained in this Section 11.1(c) no Party shall have the right to terminate this Agreement limit Seller’s rights pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements11.2 below; (cd) by either By Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have been met but the conditions in ARTICLE VIII have not been met and Buyer defaults on its obligation to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights pursuant to 11.2 below; or (e) By Seller or Buyer if any Governmental Authority a court of competent jurisdiction or other governmental agency shall have issued an order, judgment decree, or decree ruling or taken any other action challenging(which order, delayingdecree, restrainingor ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or invalidating otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable. In the event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the transactions contemplated herein; or (d) If the sum of Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or effect as of the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defectsdate of delivery of such written notice of termination, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which Buyer and Seller shall include any unresolved disputed Environmental Defects equally share the cancellation charges, if any, of the Title Insurer, and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair no party shall have any further rights or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any obligations hereunder other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate than pursuant to any provision hereof which expressly survives the termination of this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of RBI, prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of the PartiesXXXX and RBI; (b) by either Seller RBI or Buyer EQBK (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VIII and Article IX, respectively, hereof have not have occurred on been met or before October 31waived by June 30, 20132024; provided, that such date may be extended to such later date as agreed upon by the parties hereto; (c) by either EQBK or RBI if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 10.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such Order, decree, ruling or other action but such obligation shall not apply to RBI’s termination right in the event of disapproval by any Regulatory Agency. (bd) by either EQBK or RBI if such Party is at such time in material there has been any Material Adverse Change with respect to the other party; (e) by EQBK, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of RBI or negligently the RBI Trust, which breach or willfully failed failure to perform be true and correct, either individually or observe its covenants in the aggregate with all other breaches (or failures of such representations and agreements herein warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 9.01, Section 9.02, Section 9.13 or Section 9.14, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 10.01(e) shall not be available to EQBK if it or under Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If EQBK desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 10.01(e), then it must notify RBI and RBI Trust in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. RBI and RBI Trust shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cf) by either Seller or Buyer RBI, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions contemplated hereincovenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of EQBK or Merger Sub, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 8.01 or Section 8.02, as the case may be; provided, that the right to terminate this Agreement under this Section 10.01(f) shall not be available to RBI if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If RBI desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 10.01(f), then it must notify EQBK in writing of its intent to terminate stating the reason therefor. EQBK shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; or (dg) If by EQBK if RBI or the sum of (i) the Aggregate Title Defect Value (which shall include Bank enter into any unresolved disputed Title Defects and formal or informal administrative action with a Governmental Entity or any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to such action is threatened by a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectGovernmental Entity.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingEffective Time, whether before or after adoption of this Agreement by the shareholders of Buyer or Target: (a) by mutual written consent of Buyer and Target in a written instrument, if the PartiesBoard of Directors of each so determines by a vote of a majority of the members of its entire Board; (b) by either Seller the Board of Directors of Buyer or Buyer the Board of Directors of Target if any Governmental Authority that must grant a Requisite Regulatory Approval has denied approval of the Closing Merger or the other transactions contemplated hereby, unless the failure to obtain a Requisite Regulatory Approval shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have be due to the right failure of the party seeking to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its the covenants and agreements herein in any material respect and (ii) of such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsparty set forth herein; (c) by either Seller the Board of Directors of Buyer or Buyer if any Governmental Authority shall have issued an orderthe Board of Directors of Target (provided, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating that the consummation terminating party is not then in material breach of any of the transactions contemplated representation, warranty, covenant or other agreement contained herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus if the Merger shall not have been consummated on or before February 1, 2018 (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate“Termination Date”), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer if the Merger has not been consummated on or before the Termination Date because approval to consummate the transactions contemplated by this Agreement has not been received from a Governmental Authority, then such date may not terminate pursuant be extended by either party without the consent of the other parties to this Agreement for a period not to exceed thirty-one (31) days; provided further that such Termination Date or extension thereof may also be extended to such later date as agreed upon by the parties hereto; provided further, that the right to terminate this Agreement under this Section 12.1(d9.01(c) until shall not be available to any party whose action or failure to act has been the primary cause of or resulted in the failure of the Closing to occur on or before such time as Seller date; (d) by either the Board of Directors of Buyer or the Board of Directors of Target (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have had been a reasonable opportunity breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to Cure be true) set forth in this Agreement on the part of Target, in the case of a termination by Buyer, or Buyer, in the case of a termination by Target, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in ARTICLE VIII, in the case of a termination by Buyer, or ARTICLE VII, in the case of a termination by Target, and which is not cured within thirty (30) days following written notice to Target, in the case of a termination by Buyer, or Buyer, in the case of a termination by Target, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); (e) by Buyer, if the Board of Directors of Target shall have (i) failed to recommend in the Proxy Statement that the shareholders of Target adopt this Agreement, or withdrawn, modified or qualified such recommendation in a manner adverse to Buyer, or resolved to do so, or failed to reaffirm such recommendation within two (2) Business Days after Buyer requests in writing that such action be taken, or failed to recommend against acceptance of a tender offer or exchange offer for outstanding Target Common Stock that has been publicly disclosed (other than by Buyer or an Affiliate of Buyer) within ten (10) Business Days after the commencement of such tender or exchange offer, in any Title Defect such case whether or Remediate not permitted by the terms hereof, (ii) recommended or endorsed an Acquisition Proposal, or (iii) breached its obligations under Section 5.03 or Section 5.09 in any Environmental Defect.material respect; (f) by Buyer, if Target shall have failed to obtain the Requisite Target Vote at the duly convened Target Meeting or at any adjournment or postponement thereof at which a vote on the adoption of this Agreement was taken; (g) by Target if, prior to the adoption of this Agreement by the shareholders of Target by the Requisite Target Vote, Target has received a Superior Proposal and has complied with its obligations under Section 5.09 of this Agreement; or (h) by Buyer or Target, if the Determination Date VWAP is less than $22.07;

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the Company Members, prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of Parent and the PartiesCompany; (b) by either Seller the Company or Buyer Parent: (i) as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein, if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VIII and Article IX, respectively, hereof have not have occurred on been met or before October 31waived by August 1, 20132021 (“End Time”); provided, however, that (i) no Party shall have such End Time may be extended to such later date as mutually agreed upon by the parties hereto; provided further, however, that the right to terminate this Agreement under this Section 10.01(b) shall not be available to any party whose action or failure to act has been the primary cause of or resulted in the failure of the Closing to occur on or before such date; (ii) if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby, including an instruction or request to withdraw any regulatory application contemplated by Section 6.03 of this Agreement, and such disapproval, Order, decree, ruling, withdrawal or other action is final and nonappealable, and in the case of a withdrawal was not made solely to facilitate application processing on delegated authority or otherwise to achieve a more expeditious processing of any regulatory application; provided, however, that the party seeking to terminate this Agreement pursuant to this clause Section 10.01(b)(ii) shall have used its commercially reasonable efforts to contest, appeal and remove such disapproval, Order, decree, ruling or other action; (biii) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in there has been any material Material Adverse Effect with respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsother party; (c) by either Seller or Buyer Parent if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of the Company or any other agreement contemplated hereinhereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 9.01 or Section 9.02, as the case may be; provided, that the right to terminate this Agreement under this Section 10.01(c) shall not be available to Parent if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If Parent desires to terminate this Agreement because of an alleged breach or inaccuracy as provided in this Section 10.01(c), then it must notify the Company in writing of its intent to terminate stating the reason therefor. The Company shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; or (d) If by the sum Company if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (ior any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the Aggregate Title Defect Value part of Parent or TBI or any other agreement contemplated hereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (which shall include any unresolved disputed Title Defects or failures of such representations and any unCured Title Defects, whether or not Seller has elected warranties to attempt to Curebe true and correct), plus (ii) would constitute, if occurring or continuing on the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsClosing Date, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion failure of the Assets subject conditions set forth in Section 8.01 or Section 8.02, as the case may be; provided, that the right to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written under this Section 10.01(d) shall not be available to the Company if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If the Company desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 10.01(d), then it must notify Parent in writing of its intent to terminate stating the reason therefor. Parent or TBI shall have thirty (30) days from the receipt of such notice to cure the other parties hereto; providedalleged breach or failure to be true and correct, however, that Buyer may not terminate pursuant if the breach or failure to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectbe true and correct is capable of being cured.

Right of Termination. This Prior to Closing, this Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closingtime: (a) by mutual written consent of the Parties; (b) by either the Seller or Buyer the Purchaser, if any court or other Governmental or Regulatory Authority shall have issued, enacted, entered, promulgated, or enforced any Law or issued any Order (in either case, that is final and non-appealable and that has not been vacated, withdrawn, or overturned) restraining, enjoining, or otherwise prohibiting consummation of the Closing shall not have occurred on or before October 31, 2013material transactions contemplated by this Agreement; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 7.1(b) shall not be available to this clause (b) a Party if the issuance or promulgation of such Law or Order was primarily due to the failure of such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under comply with any of the Cinco Purchase Agreementscovenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (c) by either the Seller: (i) if the Seller is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in, or Buyer if failure to perform any Governmental Authority shall have issued an orderrepresentation, judgment warranty, covenant, or decree agreement made by the Purchaser or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation Guarantor pursuant to this Agreement that would give rise to the failure of satisfaction of any of the transactions contemplated hereinconditions in Section 6.3 on or prior to the Outside Date (other than through failure of the Seller to comply with its obligations under this Agreement), and such breach is not cured within thirty (30) days after receipt of notice thereof from the Seller; or (ii) if the Closing has not occurred on or prior to the Outside Date, unless such failure shall be due to the failure of the Seller to perform or comply, in all material respects, with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; (d) If by the sum of Purchaser: (i) if the Aggregate Title Defect Value Purchaser and the Guarantor are not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in, or failure to perform any representation, warranty, covenant, or agreement made by the Seller pursuant to this Agreement that would give rise to the failure of satisfaction of any of the conditions in Section 6.2 on or prior to the Outside Date (which shall include any unresolved disputed Title Defects other than through failure of the Purchaser and any unCured Title Defects, whether or not Seller has elected the Guarantor to attempt to Curecomply with its obligations under this Agreement), plus and such breach is not cured within thirty (30) days after receipt of notice thereof from the Purchaser; or (ii) if, the Aggregate Environmental Defect Value (which Closing has not occurred on or prior to the Outside Date, unless such failure shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected be due to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion failure of the Assets subject Purchaser and the Guarantor to a Casualty Loss (perform or condemnation or eminent domaincomply, the Allocated Value of such Assets) and in all material respects, with any other Damages related thereto, exceeds 15% of the unadjusted Purchase Pricecovenants, then either Seller agreements or Buyer may terminate this Agreement upon written notice conditions hereof to be performed or complied with by them prior to the other parties heretoClosing; provided, however, that Buyer may not terminate or (e) pursuant to this the terms of Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect1.10.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Seller; (b) by either Seller on the Closing Date if the conditions set forth in Section 9.01, Section 9.02 and Section 9.03 have not been satisfied in all material respects or waived by Seller; (c) by Buyer on the Closing Date if the conditions set forth in Section 10.01, Section 10.02 and Section 10.03 have not been satisfied in all material respects or waived by Buyer; (d) by Seller, by notice to Buyer on or after May 1, 2019, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Buyer, by notice to Seller on or after May 1, 2019, if the Closing shall not have occurred; (f) by Buyer or Seller if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; orby this Agreement; (dg) If the sum of by Buyer or Seller if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits and any unCured Title Defects, whether or not Seller has elected to attempt to Cure)for all exercised PPR’s) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus exceeds fifteen percent (iii15%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, and if Seller and Buyer agree to postpone the Closing Date in order to seek such resolution before Closing, then no Party may not terminate this Agreement pursuant to this Section 12.1(d13.01(g), until each such Dispute is resolved; or (h) until such time as by Buyer or Seller on the Closing Date if the conditions set forth in Section 9.04 and Section 10.04 have not been satisfied in all material respects or waived by Buyer and Seller; {1914556;9} - 38 - provided, however, that no Party shall have had a reasonable opportunity the right to Cure terminate this Agreement pursuant to clause (b), (c), (d), (e) or (h) above if that Party is at the time in material breach of any Title Defect provision of this Agreement or Remediate any Environmental Defectthe Scout-As-Seller PSA.

Right of Termination. This In addition to other remedies available at law or equity or as specified elsewhere in this Agreement, this Agreement and the transactions contemplated hereby may be completely terminated at any time at by either Licensee or prior Programmer by written notice to the Closingother, upon the occurrence of any of the following: (a) Subject to Section 8.6 of this Agreement below, this Agreement is declared invalid or illegal in whole or substantial part by an order or decree of an administrative agency or court of competent jurisdiction and such order or decree has become final and no longer subject to further administrative or judicial review; (b) the other Party is in material breach of its obligations hereunder [other than a material breach by Programmer under Section 2.4 (Consideration) of this Agreement, which is subject to the termination provisions stated in Section 2.4], and has failed to cure such breach within thirty calendar (30) days of written notice from the non-breaching Party; (c) the mutual written consent of the Parties; (bd) by either Seller there has been a material change in FCC rules, policies or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, precedent that (i) no Party shall have the right to terminate would cause this Agreement pursuant to be in violation thereof and such change is in effect and not the subject of an appeal or further administrative review, provided that in such event the Parties shall first negotiate in good faith and attempt to agree on an amendment to this clause Agreement consistent with Section 8.6 below; (be) at the end of the Initial Term by Programmer or any Renewal Term if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed it fails to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed provide written notice to the extent necessary to resolve all disputes being arbitrated Licensee pursuant to Section 8.8 under this Agreement or under any 2.2 at least ninety (90) days prior to the expiration of the Cinco Purchase AgreementsInitial Term or Renewal Term, as applicable, of Programmer’s desire to renew this Agreement; (cf) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating Licensee pursuant to Section 5.4 (Regulatory Challenge); (g) at the consummation of any end of the transactions contemplated hereinInitial Term by Licensee under Section 2.2, or any Renewal Term, if, in its sole discretion, it chooses not to renew the Agreement, even if Licensee has received prior notice from Programmer of Programmer’s desire to renew this Agreement; or (dh) If the sum of by Licensee, in its sole discretion, upon ninety (i90) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon days prior written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectProgrammer.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of Prairie, prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of the PartiesEQBK and Prairie; (b) by either Seller Prairie or Buyer EQBK (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October 31waived by June 30, 20132017; provided, that such date may be extended to such later date as agreed upon by the parties hereto; (c) by either EQBK or Prairie if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 9.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such order, decree, ruling or other action but such obligation shall not apply to Prairie’s termination right in the event of disapproval by any Regulatory Agency. (bd) by either EQBK or Prairie if such Party is at such time in material there has been any Material Adverse Change with respect to the other party; (e) by EQBK, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of Prairie, which breach or negligently failure to be true and correct, either individually or willfully failed in the aggregate with all other breaches (or failures of such representations and warranties to perform be true and correct), would constitute, if occurring or observe its covenants and agreements herein continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 7.01 or Section 7.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 9.01(e) shall not be available to EQBK if it or under Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If EQBK desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(e), then it must notify Prairie in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. Prairie shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cf) by either Seller or Buyer Prairie, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions contemplated herein; or covenants or agreements or any of the representations or warranties (dor any such representation or warranty shall cease to be true and correct) If set forth in this Agreement on the sum part of EQBK or Merger Sub, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects or failures of such representations and any unCured Title Defects, whether or not Seller has elected warranties to attempt to Curebe true and correct), plus (ii) would constitute, if occurring or continuing on the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsClosing Date, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion failure of the Assets subject conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written under this Section 9.01(f) shall not be available to Prairie if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If Prairie desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(f), then it must notify EQBK in writing of its intent to terminate stating the reason therefor. EQBK shall have thirty (30) days from the receipt of such notice to cure the other parties heretoalleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (g) by EQBK or Prairie, if this Agreement and the Merger are not approved by the required vote of shareholders of Prairie at the Shareholders’ Meeting, or at any adjournment or postponement thereof; provided, however, that Buyer Prairie may not terminate this Agreement pursuant to this Section 12.1(d9.01(g) until such time as Seller if Prairie has breached in any material respect any of its obligations under this Agreement, in each case in a manner that caused the failure to obtain the approval of the Prairie shareholders at the Shareholders’ Meeting, or at any adjournment or postponement thereof; (h) by Prairie prior to obtaining the approval of the Prairie shareholders at the Shareholders’ Meeting, and subject to the terms and conditions of Section 5.22(e), in order to accept a Superior Proposal; (i) by EQBK if Prairie’s Board shall have had effected a reasonable opportunity to Cure Change in Recommendation; or (j) by EQBK if Prairie or the Bank enter into any Title Defect formal or Remediate informal administrative action with a Governmental Entity or any Environmental Defectsuch action is threatened by a Governmental Entity.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingEffective Time, whether before or after approval of this Agreement by the shareholders of Guaranty or Westbound: (a) by mutual written consent of Guaranty and Westbound in a written instrument, if the Partiesboard of directors of each so determines by a vote of a majority of the members of its entire board; (b) by either Seller the Guaranty Board or Buyer the Westbound Board if any Governmental Authority that must grant a Requisite Regulatory Approval has denied approval of the Closing Merger or the other transactions contemplated hereby, unless the failure to obtain a Requisite Regulatory Approval shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have be due to the right failure of the party seeking to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its the covenants and agreements herein in any material respect and (ii) of such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsparty set forth herein; (c) by either Seller the Guaranty Board or Buyer if any Governmental Authority shall have issued an orderthe Westbound Board (provided, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating that the consummation terminating party is not then in material breach of any of the transactions contemplated representation, warranty, covenant or other agreement contained herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus if the Merger shall not have been consummated on or before September 30, 2018 (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate“Termination Date”), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer if the Merger has not been consummated on or before the Termination Date because approval to consummate the transactions contemplated by this Agreement has not been received from a Governmental Authority, then such date may be extended by either party without the consent of the other parties to this Agreement for a period not to exceed thirty-one (31) days; provided further that such Termination Date or extension thereof may also be extended to such later date as agreed upon by the parties hereto; provided further, that the right to terminate this Agreement under this Section 9.01(c) shall not be available to any party whose action or failure to act has been the primary cause of or resulted in the failure of the Closing to occur on or before the Termination Date; (d) by either the Guaranty Board or the Westbound Board (provided, that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of Westbound, in the case of a termination by Guaranty, or Guaranty, in the case of a termination by Westbound, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Article VIII, in the case of a termination by Guaranty, or Article VII, in the case of a termination by Westbound, and which is not cured within thirty (30) days following written notice to Westbound, in the case of a termination by Guaranty, or Guaranty, in the case of a termination by Westbound, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the Termination Date); (e) by Guaranty, if the Westbound Board shall have (i) changed, withdrawn or failed to make a recommendation in the Proxy Statement that the shareholders of Westbound approve this Agreement, or withdrawn, modified or qualified such recommendation in a manner adverse to Guaranty, or resolved to do so, in any such case whether or not permitted by the terms hereof, (ii) recommended or endorsed a Superior Proposal, or (iii) breached its obligations under Section 5.03 or Section 5.04 in any material respect; (f) by Guaranty, if Westbound shall have failed to obtain the Requisite Westbound Vote at the duly convened Westbound Meeting or at any adjournment or postponement thereof at which a vote on the approval of this Agreement was taken; (g) by Westbound if, prior to the approval of this Agreement by the shareholders of Westbound by the Requisite Westbound Vote, Westbound has effected a Change of Recommendation with respect to a Superior Proposal and has complied in all material respects with its obligations under Section 5.03 and Section 5.04 of this Agreement; or (h) by Westbound, if: (i) the Determination Date VWAP is less than $25.14; and (ii) the number obtained by dividing the Determination Date VWAP by $31.43 is less than the number obtained by dividing (A) the Final Index Price (as defined below) by (B) the Initial Index Price (as defined below) and subtracting 0.15 from such quotient; provided, however, that a termination by Westbound pursuant to this Section 12.1(d9.01(h) until will have no force and effect if Guaranty agrees in writing (within five (5) Business Days after receipt of Westbound’s written notice of such time termination) to increase (A) the number of shares of Guaranty Common Stock in the Aggregate Stock Consideration from 900,000 and/or (B) the Aggregate Cash Consideration, such that the Aggregate Merger Consideration is equal to $30,456,050 (valuing the Aggregate Stock Consideration based on the Determination Date VWAP). If within such five (5)-Business Day period, Guaranty delivers written notice to Westbound that Guaranty intends to proceed with the Merger by paying such additional consideration as Seller shall contemplated by the preceding sentence, and notifies Guaranty in writing of the revised Aggregate Stock Consideration or the revised Aggregate Cash Consideration, then no termination will occur pursuant to this Section 9.01(h), and this Agreement will remain in full force and effect in accordance with its terms (except that the Aggregate Stock Consideration or the Aggregate Cash Consideration will be modified in accordance with this Section 9.01(h)). For purposes of this Section 9.01(h), the following terms will have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect.the meanings indicated below:

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller on the Closing Date if the conditions set forth in Article 8 have not been satisfied in all material respects by Buyer or waived by Seller in writing by the Closing Date; (c) by Xxxxx on the Closing Date if the conditions set forth in Article 9 have not been satisfied in all material respects by Seller or waived by Xxxxx in writing by the Closing Date; (d) by either Buyer or Seller if the Closing shall not have occurred on or before October by March 31, 20132010; (e) by either Buyer or Seller if any Governmental Authority shall have issued a final and non-appealable order, judgment or decree or taken any other final and non-appealable action challenging, restraining, enjoining, prohibiting, or invalidating the consummation of any of the transactions contemplated herein; (f) by either Buyer or Seller if (i) the aggregate amount of the Title Defect Values with respect to all Title Defects asserted by Buyer reasonably and in good faith, and that have not been cured to Buyer’s reasonable satisfaction prior to the Closing Date (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits) plus (ii) the aggregate amount of the Environmental Defect Values with respect to all Environmental Defects asserted by Buyer reasonably and in good faith, and that have not been cured to Buyer’s reasonable satisfaction prior to the Closing Date plus (iii) the aggregate amount of all Casualty Losses exceeds twenty percent (20%) of the unadjusted Purchase Price; (g) by either Buyer or Seller if between execution of this Agreement and Closing, an event should occur having a Material Adverse Effect on the ownership, operation, or value of the Assets; or (h) as otherwise provided herein. provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (bSections 11.01(b), 11.01(c), or 11.01(d) above if such Party is at such time in material breach Breach of its representations and warranties set forth in any provision of this Agreement Agreement, or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any Party instigates a proceeding of the Cinco Purchase Agreements; (c) by either Seller nature described in Section 8.03 or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect9.03.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time before or at or prior to the ClosingClosing as follows, and in no other manner: (a) by By the mutual written consent of the PartiesBuyer and Seller; (b) by By either Seller or Buyer if (as long as the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties any representation, warranty, covenant or other agreement contained herein) if the conditions precedent to such parties’ obligations to close as set forth in this Agreement have not been met or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and waived by February 28, 2017 (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements“Outside Date”); (c) By either Buyer or Seller if any of the transactions contemplated by either Seller or Buyer if this Agreement are disapproved by any Governmental Authority shall have whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting the Agreement or invalidating the consummation transactions contemplated hereby and such order, decree, ruling or other action is final and non-appealable; (d) By Buyer or Seller if Buyer or any of his Affiliates receives written notice from or is otherwise advised by a Governmental Authority that it will not grant (or intends to rescind or revoke if previously approved) any approval required to complete the transactions contemplated by this Agreement or receives written notice from such Governmental Authority that it will not grant such required approval on the terms contemplated by this Agreement without imposing any Burdensome Condition; (e) By Buyer (provided, that Buyer is not in material breach of any representation, warranty, covenant or other agreement contained herein), if Seller fails to comply in any material respect with any of its covenants or agreements contained in this Agreement or in any other agreement contemplated hereby and such failure has not been cured within a 30 day period after notice from Buyer, or if any of the transactions representations or warranties of Seller contained herein or therein are inaccurate in any material respect; (f) By Seller (provided, that Seller is not in material breach of any representation, warranty, covenant or other agreement contained herein), if Buyer fails to comply in any material respect with any of its covenants or agreements contained in this Agreement or in any other agreement contemplated hereinhereby and such failure has not been cured within a 30 day period after notice from Seller, or if any of the representations or warranties· of Buyer contained herein or therein are inaccurate in any material respect; or (dg) If By Buyer or Seller, if the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectBankruptcy Court approves an Alternative Transaction.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of CBI, prior to or at the ClosingClosing as follows, and in no other manner: (a) by By the mutual written consent of FFIN and CBI, duly authorized by the Parties;board of directors of each of FFIN and CBI. (b) by By either Seller CBI or Buyer FFIN (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October 31waived by May 15, 20132018, or such later date as has been approved by the parties hereto. (c) By either FFIN or CBI if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state Governmental Entity has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting this Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 9.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such Order, decree, ruling or other action. (bd) By either FFIN or CBI if such Party it reasonably determines, in good faith and after consulting with counsel, there is at such time in material substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that could reasonably be expected to be materially burdensome on, or materially impair the anticipated benefits of the Merger to, FFIN and its Subsidiaries and Affiliates, taken as a whole. (e) by either FFIN or CBI if there has been any Material Adverse Change with respect to the other party; (f) by FFIN, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of CBI or negligently any other agreement contemplated hereby, which breach or willfully failed failure to perform be true and correct, either individually or observe its covenants in the aggregate with all other breaches (or failures of such representations and agreements herein warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 8.01 or Section 8.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 9.01(f) shall not be available to FFIN if it or under Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If FFIN desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(f), then it must notify CBI in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. CBI shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cg) by either Seller or Buyer CBI, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of FFIN or Merger Sub or any other agreement contemplated hereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to terminate this Agreement under this Section 9.01(g) shall not be available to CBI if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If CBI desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(g), then it must notify FFIN in writing of its intent to terminate stating the reason therefor. FFIN shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (h) By FFIN or CBI, if this Agreement and the Merger are not approved by the required vote of shareholders of CBI at the Shareholders’ Meeting; provided, that CBI may only terminate this Agreement pursuant to this Section 9.01(h) if the CBI Board recommended that the shareholders of CBI vote in favor of the approval and adoption of this Agreement, the Merger and the transactions contemplated herein; orhereby. (d) If the sum of (i) By FFIN in accordance with Section 5.12. (j) By FFIN if CBI or the Aggregate Title Defect Value Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity. (which shall include any unresolved disputed Title Defects k) By FFIN, if (i) CBI has mailed the Proxy Statement/Prospectus to its shareholders and any unCured Title DefectsCBI does not hold the Shareholders’ Meeting within 60 days thereafter, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value CBI Board fails to recommend that the CBI shareholders vote in favor of approval of this Agreement, or (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iiiiv) the aggregate costs to repair individuals that executed a Voting Agreement or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Director Support Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall 5.23 and Section 5.24 hereto have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectviolated the terms thereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of FBC, prior to or at the ClosingClosing as follows, and in no other manner: (a) by By the mutual written consent of FFIN and FBC, duly authorized by the Parties;board of directors of each of FFIN and FBC. (b) by By either Seller FBC or Buyer FFIN (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October waived by December 31, 20132015, or such later date as has been approved by FFIN and FBC. (c) By either FFIN or FBC if any of the transactions contemplated by this Agreement are disapproved by any regulatory authority whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby and such order, decree, ruling or other action is final and nonappealable. (d) By either FFIN or FBC if it reasonably determines, in good faith and after consulting with counsel, there is substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that could reasonably be expected to be materially burdensome on, or materially impair the anticipated benefits of the Merger to, FFIN and its Subsidiaries and Affiliates, taken as a whole. (e) By either FFIN or FBC if there has been any Material Adverse Change with respect to the other party. (f) By FFIN if FBC fails to comply in any material respect with any of its respective covenants or agreements contained in this Agreement or in any other agreement contemplated hereby (other than those representations and warranties which are qualified by their terms by a reference to “material,” “materiality,” “in all material respects,” “Material Adverse Change” or the like) and such failure has not been cured within a thirty (30) day period after notice from FFIN, or if any of the representations or warranties of FBC contained herein or therein are inaccurate in any material respect. (g) By FBC if FFIN fails to comply in any material respect with any of its respective covenants or agreements contained in this Agreement or in any other agreement contemplated hereby (other than those representations and warranties which are qualified by their terms by a reference to “material,” “materiality,” “in all material respects,” “Material Adverse Change” or the like) and such failure has not been cured within a thirty (30) day period after notice from FBC, or if any of the representations or warranties of FFIN contained herein or therein are inaccurate in any material respect. (h) By FFIN or FBC, if this Agreement, the Merger Agreement and the Merger are not approved by the required vote of shareholders of FBC at the Shareholders’ Meeting; provided, howeverthat FBC may only terminate the Agreement pursuant to this Section 9.01(h) if the FBC Board recommended that the shareholders of FBC vote in favor of the approval and adoption of this Agreement, that the Merger and the transactions contemplated hereby. (i) By either FFIN or FBC if the quotient obtained by dividing the FFIN Market Price by the FFIN Starting Price is less than 0.70 and if the FFIN Market Price is less than the difference of (A) the FFIN Low Collar, minus (B) $3.00; provided, that if FBC elects to exercise its termination right pursuant to this Section 9.01(i), it shall give prompt written notice to FFIN in accordance with Section 11.08, which notice of election to terminate may be withdrawn by FBC at any time during the five (5) Business Day period commencing on the Determination Date (the “Walkaway Period”). During the Walkaway Period, FFIN shall have the right, in its sole and absolute discretion, to (x) increase the Aggregate Stock Consideration by issuing shares of FFIN Stock in excess of the FFIN Share Cap, (y) increase the Aggregate Stock Consideration by issuing shares of FFIN Stock in excess of the FFIN Share Cap and pay an additional cash amount (the “Additional Cash,” and together with any Cash Payment pursuant to Section 1.05(c), the “Cash Consideration”) or (z) reduce the Aggregate Stock Consideration to a number of shares of FFIN Stock equal to the FFIN Share Cap and pay the Additional Cash, so that, as a result of such adjustments contemplated in the case of each of clause (x), (y) and (z), the total value of the Merger Consideration (which shall include the Aggregate Stock Consideration and the Cash Consideration), based on the FFIN Market Price, shall be no Party less than $57,000,000 in the aggregate (a “Walkaway Counter Offer”). If FFIN elects to make a Walkaway Counter Offer, it shall give prompt written notice to FBC (the “Walkaway Counter Offer Notice”) during the Walkaway Period, whereupon receipt of the Walkaway Counter Offer Notice, FBC’s notice of election to terminate pursuant to this Section 9.01(i) shall be null and void and of no effect, FBC shall no longer have the right to terminate this the Agreement pursuant to this clause Section 9.01(i) and this Agreement shall remain in effect in accordance with its terms (b) except for the adjustments to the Merger Consideration). The Walkaway Counter Offer Notice, if such Party is at such time in material breach of its representations and warranties given, shall set forth the adjustment to the Aggregate Stock Consideration and/or the amount comprising the Additional Cash, as the case may be, and shall include a calculation of the adjusted Merger Consideration in accordance with this Agreement Section. If FFIN declares or negligently effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or willfully failed similar transaction before the Determination Date, the prices for the FFIN Market Price and FFIN Starting Price shall be appropriately adjusted for the purposes of applying this Section 9.01(i). (j) By FFIN in accordance with Section 5.12. (k) By FFIN if FBC or the Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity. (l) By FFIN, if (i) FBC has mailed the Proxy Statement/Prospectus to perform or observe its covenants shareholders and agreements herein in any material respect and FBC does not hold the Shareholders’ Meeting within 60 days thereafter, (ii) such date shall be postponed to this Agreement, the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Merger Agreement or under any and the Merger are not approved by the required vote of shareholders of FBC at the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an orderShareholders’ Meeting, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs FBC Board fails to repair recommend that the FBC shareholders vote in favor of approval of this Agreement, or restore any portion of (iv) the Assets subject to individuals that executed a Casualty Loss (Voting Agreement and Irrevocable Proxy or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this a Director Support Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall 5.23 and Section 5.24 hereto have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectviolated the terms thereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time before or at or prior to the ClosingClosing as follows, and in no other manner: (a) by By the mutual written consent of the PartiesBUYER and SELLER; (b) by By either Seller SELLER or Buyer if BUYER (as long as the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties any representation, warranty, covenant or other agreement contained herein) if the conditions precedent to such parties’ obligations to close as set forth in this Agreement have not been met or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementswaived by June 30, 2013; (c) By either BUYER or SELLER if any of the transactions contemplated by either Seller or Buyer if this Agreement are disapproved by any Governmental Authority shall have whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting the Agreement or invalidating the consummation transactions contemplated hereby and such order, decree, ruling or other action is final and nonappealable; (d) By BUYER or SELLER, if it reasonably determines, in good faith and after consulting with counsel, there is substantial likelihood that any necessary approval by a Governmental Authority will not be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the transactions contemplated by this Agreement; (e) By BUYER, if SELLER fails to comply in any material respect with any of its covenants or agreements contained in this Agreement or in any other agreement contemplated hereby and such failure has not been cured within a 30 day period after notice from BUYER, or if any of the representations or warranties of SELLER contained herein or therein are inaccurate in any material respect; (f) By SELLER, if BUYER fails to comply in any material respect with any of its covenants or agreements contained in this Agreement or in any other agreement contemplated hereby and such failure has not been cured within a 30 day period after notice from SELLER, or if any of the representations or warranties of BUYER contained herein or therein are inaccurate in any material respect; (g) By BUYER or SELLER, if the Bankruptcy Court approves an Alternative Transaction; (h) By BUYER, if it determines that any approval of a Governmental Authority required to consummate the transactions contemplated hereinby this Agreement will not be obtained; (i) By BUYER if the Bank Branch Liens in the Branch Locations are not released prior to Closing; or (dj) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title DefectsBy BUYER, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this in accordance with Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect12.16.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 3115, 20132015; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsrespect; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or; (d) If by either Seller or Buyer if the other is in material breach of this Agreement, has received notice of such breach by the asserting Party and has not cured such breach on or before October 15, 2015, unless such breach has been waived by the asserting Party. (e) Subject to the limitations on Buyer’s right to terminate described below in this Section 12.1(e), if the sum (the “Walkaway Sum”) of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title DefectsDefects that have not been Cured, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include Cure any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsDefects that have not been Remediated, whether or not Seller has elected to attempt to Remediate), plus (iiiii) the aggregate costs to repair or restore replace any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, that occurs after the Allocated Value of such Assets) Execution Date and prior to the Closing and any other Damages related thereto, plus (iii) the aggregate adjustment to the Purchase Price for Preferential Assets or Transfer Requirements exceeds 1520% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; providedParties. Notwithstanding the preceding sentence, howeverif Seller elects to Cure any asserted Title Defects, that Buyer may not terminate pursuant Remediate any asserted Environmental Defects, and/or contest any asserted Title Defects, Title Defect Values, Environmental Defects, or Environmental Defect Values, and if the Curing, Remediating, and/or successfully contesting of such Title Defects, Title Defect Values, Environmental Defects, or Environmental Defect Values could reduce the Walkaway Sum to this Section 12.1(d) until such time as 20% or less of the unadjusted Purchase Price, then Seller shall have had a reasonable opportunity until October 15, 2015, to Cure any Cure, Remediate, and/or contest such Title Defects, Title Defect Values, Environmental Defects, and/or Environmental Defect Values. At such time, if Seller has not Cured, Remediated, and/or successfully contested sufficient Title Defects, Title Defect Values, Environmental Defects, and/or Environmental Defect Values to reduce the Walkaway Sum below 20% or Remediate any Environmental Defectless of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other Parties.

Right of Termination. This Agreement If and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closingwhenever: (a) any Basic Rent or additional rent remains unpaid more than five days after delivery of notice by mutual written consent of the PartiesLandlord to the Tenant specifying such breach; (b) by either Seller or Buyer if the Closing shall not have occurred Tenant has on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein more than one occasion in any material respect and (ii) such date shall be postponed calendar year not paid Basic Rent or additional rent on the day on which the same ought to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementshave been paid; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation there is a breach of any of the transactions contemplated hereinTenant's obligations hereunder (other than as set out in the other clauses of this Article) which is not cured within 15 days after delivery of written notice by the Landlord to the Tenant specifying such breach; (d) the Term or any goods and chattels on the Premises are at any time seized or taken in execution or attachment; (e) the Tenant makes a sale in bulk of its assets on the Premises other than a sale to a transferee permitted in accordance with Article 5; (f) the Tenant abandons the Premises, or sells or disposes of the trade fixtures, goods or chattels of the Tenant or removes or commences, attempts or threatens to remove them from the Premises so that there would not in the event of such sale or disposal be sufficient trade fixtures, goods or chattels of the Tenant on the Premises, subject to distress, to satisfy all Basic Rent and additional rent due or accruing hereunder for a period of at least three months; or (d) If the sum of (ig) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title DefectsTenant assigns, whether sub-lets or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion parts with possession of the Assets subject to a Casualty Loss (or condemnation or eminent domain, Premises without the Allocated Value of such Assets) Landlord's consent as required herein; terminate and any other Damages related thereto, exceeds 15% the Landlord lawfully may take possession of the unadjusted Purchase PricePremises, provided that if any default of the Tenant can only be cured by the performance 0~ work or the furnishing of materials and if such work cannot reasonably be completed or such materials reasonably obtained and utilized within said 15 days then either Seller or Buyer such default will not be deemed to continue if the Tenant proceeds promptly with such work as may terminate this Agreement upon written notice be necessary to cure the other parties hereto; provided, however, that Buyer may not terminate pursuant default and continues diligently to this Section 12.1(d) until complete such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectwork.

Right of Termination. This Agreement and the transactions contemplated hereby Share Exchange may be completely terminated at any time at or prior to the ClosingClosing Date: (a) by By the mutual written consent of the Parties;Rainwire and Oasis. (b) by either Seller Rainwire or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer Oasis if any Governmental Authority court of competent jurisdiction in the United States or any State shall have issued an order, judgment or decree or taken any (other action challenging, delaying, than a temporary restraining order) restraining, enjoiningenjoining or otherwise prohibiting the exchange of stock and such order, prohibiting judgment or invalidating decree shall have become final and nonappealable; provided that the consummation right to terminate this Agreement under this Section 10.01(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the completion of the Closing to occur on or before such date; or (c) by Rainwire if there has been (i) a material breach of any covenant or agreement or of a representation or warranty herein on the transactions contemplated hereinpart of Oasis which has not been cured, or adequate assurance (acceptable to Rainwire in its sole discretion) of cure given, in either case, within fifteen (15) business days following receipt of notice of such breach; or (d) If by Oasis if (i) there has been a material breach of any covenant or agreement or of a representation or warranty herein on the sum part of Rainwire which has not been cured, or adequate assurance (acceptable to Oasis in its sole discretion) of cure given, in either case, within fifteen (15) business days following receipt of notice of such breach or (ii) at Closing Rainwire shall not be listed on the Over-the-Counter Bulletin Board (OTC:BB) exchange; or (e) by either Rainwire or Oasis (and the Oasis Shareholders) if either of such party's due diligence investigation has disclosed the existence of (i) any matter relating to the Aggregate Title Defect Value other party or its business that is materially and adversely (which shall include any unresolved disputed Title Defects and any unCured Title Defectsto the investigating party) at variance with those matters theretofore disclosed to the investigating party, whether or not Seller has elected to attempt to Cure), plus (ii) any matter which, in the Aggregate Environmental Defect Value investigating party's reasonable judgment, (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsA) indicates a material adverse change in the condition, whether assets or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion prospects of the Assets subject other party, or (B) would make it inadvisable to a Casualty Loss (or condemnation or eminent domain, consummate the Allocated Value exchange of such Assets) stock and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate transactions contemplated by this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at before the Effective Time (except as otherwise set forth in this Section 9.01), whether before or prior to after approval by the ClosingCBI or IBG shareholders as follows, and in no other manner: (a) by A. By the mutual written consent of CBI and IBG, duly authorized by the Parties;CBI Board and the IBG Board, respectively. B. By either CBI or IBG (b) by either Seller or Buyer if the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations any representation, warranty, covenant or other agreement contained herein) if the conditions precedent to such party’s obligations to close specified in ARTICLES VII and warranties set forth in VIII, respectively, shall not have been satisfied on or before June 30, 2017; (the “Closing Date Deadline”); provided, however that if conditions precedent have not been satisfied by the Closing Date Deadline because approval of this Agreement or negligently any other agreement contemplated hereby from any Regulatory Agency whose approval is required to consummate such transactions (the “Regulatory Approval”) has not been received and such delay in the receipt of Regulatory Approval is not the result of a public comment or willfully failed protest made in connection with an application for Regulatory Approval (a “Protest”), then either CBI or IBG can unilaterally extend the Closing Date Deadline by up to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed 30 days by providing written notice thereof to the extent necessary other; and further provided that, if Regulatory Approval has not been received and such delay in the receipt of Regulatory Approval is the result of a Protest, then the Closing Date Deadline shall automatically, without action by either party, be extended to resolve all disputes being arbitrated pursuant to Section 8.8 under December 31, 2017. C. By either IBG or CBI if any application for approval of the transactions contemplated by this Agreement or under any other agreement contemplated hereby are disapproved by or withdrawn at the request of the Cinco Purchase Agreements; (c) by either Seller any Regulatory Agency whose approval is required to consummate such transactions or Buyer if any Governmental Authority shall have issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting this Agreement or invalidating the consummation of any of other agreement contemplated hereby, or the transactions contemplated hereinhereby or thereby and such order, decree, ruling or other action shall have been final and nonappealable. D. By IBG if there shall have been any Material Adverse Change in CBI or any CBI Subsidiary; orand by CBI, if there shall have been any Material Adverse Change in IBG. E. By IBG, if CBI shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (d30) If calendar days after written notice from IBG. F. By CBI, if IBG shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (30) calendar days after written notice from CBI. G. By IBG, in accordance with the sum provisions of Section 5.12 (Environmental Investigation). H. By either IBG or CBI, if (i) the Aggregate Title Defect Value (which shareholders of CBI shall include not have approved this Agreement and the Merger by the requisite vote at the meeting of such shareholders, or any unresolved disputed Title Defects and any unCured Title Defectsadjournment or postponement thereof, whether called for such purpose, or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shareholders of IBG shall include any unresolved disputed Environmental Defects not have approved this Agreement and any unRemediated Environmental Defectsthe Merger, whether the issuance of IBG Shares in connection with the Merger, or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion election of the Assets subject CBI Nominees, by the requisite vote at the meeting of such shareholders, or any adjournment or postponement thereof, called for such purpose. I. By CBI at any time in order to concurrently enter into an acquisition agreement or similar agreement (each, an “Acquisition Agreement”) with respect to a Casualty Loss Superior Proposal which has been received and considered by CBI and the CBI Board in accordance with all of the requirements of Section 5.10 hereof. J. By IBG, if the CBI Board shall have (i) recommended to the shareholders of CBI that they tender their shares in a tender or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds exchange offer commenced by an un-Affiliated third party for more than 15% of the unadjusted Purchase Priceoutstanding CBI Shares, then either Seller (ii) effected a Change in Recommendation or Buyer may terminate this Agreement upon written notice recommended to the other parties heretoCBI shareholders acceptance or approval of any alternative Acquisition Proposal, or (iii) notified IBG in writing that CBI intends to accept a Superior Proposal. K. By CBI, at any time following the Determination Date (defined below) if both of the following conditions are satisfied: (1) The number obtained by dividing the Average Closing Price by the Starting Price (each as defined below) (the “IBG Ratio”) shall be less than 0.85; providedand (2) (x) the IBG Ratio shall be less than (y) the number obtained by dividing the Final Index Price by the Index Price on the Starting Date (each as defined below) and subtracting 0.15 from the quotient in this clause (2) (y) (such number in this clause (2) (y) being referred to herein as, the “Index Ratio”); subject, however, that Buyer may not terminate to the following three sentences. If CBI elects to exercise its termination right pursuant to this Section 12.1(d) until 9.01(K), it shall give written notice to IBG. Following its receipt of such time as Seller notice, IBG shall have had the option, at its sole discretion, to increase the consideration to be received by the CBI Shareholders hereunder, by adjusting the CBI Share Exchange Ratio (calculated to the nearest ten-thousandth) to a reasonable opportunity number (rounded to Cure any Title Defect or Remediate any Environmental Defect.the nearest ten-thousandth) equal to the quotient of (A) the product of the (i) the product of the Starting Price, multiplied by 0.90, multiplied by (ii) the CBI Share Exchange Ratio, divided by (B) the Average Closing Price on the Determination Date. If IBG so elects, it shall give prompt written notice to CBI of such election and the revised CBI Share Exchange Ratio, whereupon no termination shall have occurred pursuant to this Section 9.01(K) and this Agreement shall remain in effect in accordance with its terms (except as the CBI Share Exchange Ratio shall have been so modified). For purposes of this Section 9.01(K), the following terms shall have the meanings indicated:

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or time, notwithstanding the approval thereof by the shareholders of the Company, prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of Parent and the PartiesCompany; (b) by either Seller the Company or Buyer Parent: (i) as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein, if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October waived by March 31, 20132017 (“End Time”); provided, however, that if such conditions precedent have not been met or waived solely because approval to consummate the transactions contemplated by this Agreement has not been received from a Governmental Entity, then such End Time may be extended by either party without the consent of the other parties to this Agreement for a period not to exceed sixty (i60) no Party shall have days; provided further, that such End Time or extension thereof may be further extended to such later date as mutually agreed upon by the parties hereto; provided further, however, that the right to terminate this Agreement under this Section 9.01(b) shall not be available to any party whose action or failure to act has been the primary cause of or resulted in the failure of the Closing to occur on or before such date; (ii) if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby, including an instruction or request to withdraw any regulatory application contemplated by Section 6.05 of this Agreement, and such disapproval, Order, decree, ruling, withdrawal or other action is final and nonappealable, and in the case of a withdrawal was not made solely to facilitate application processing on delegated authority or otherwise to achieve a more expeditious processing of any regulatory application; provided, that the Parent may not seek to terminate this Agreement pursuant to this clause (bSection 9.01(b)(ii) if the reason for such Party disapproval, Order, decree, ruling or other action, in whole or in part, is at such time in material breach of its representations and warranties set forth in the Parent’s failure to timely obtain the Financing; provided further, however, that the party seeking to terminate this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to this Section 8.8 under this Agreement 9.01(b)(ii) shall have used its commercially reasonable efforts to contest, appeal and remove such disapproval, Order, decree, ruling or under any of the Cinco Purchase Agreementsother action; (ciii) by either Seller or Buyer if there has been any Governmental Authority shall have issued an order, judgment or decree or taken any Material Adverse Change with respect to the other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinparty; or (div) If if this Agreement and the sum Merger are not approved by the required vote of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion shareholders of the Assets subject to a Casualty Loss (Company at the Company Shareholders’ Meeting, or condemnation at any adjournment or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretopostponement thereof; provided, however, that Buyer neither the Company nor Parent may not terminate this Agreement pursuant to this Section 12.1(d9.01(b)(iv) until if such time as Seller party has breached in any material respect any of its obligations under this Agreement, in the Company’s case in a manner that caused the failure to obtain the approval of the Company stockholders at its stockholders’ meeting, or at any adjournment or postponement thereof. (c) by Parent: (i) if there shall have had been a reasonable opportunity breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to Cure be true and correct) set forth in this Agreement on the part of the Company or any Title Defect other agreement contemplated hereby, which breach or Remediate failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 8.01 or Section 8.02, as the case may be; provided, that the right to terminate this Agreement under this Section 9.01(c) shall not be available to Parent if it is then in material breach of any Environmental Defectof its representations, warranties, covenants or agreements set forth in this Agreement. If Parent desires to terminate this Agreement because of an alleged breach or inaccuracy as provided in this Section 9.01(c), then it must notify the Company in writing of its intent to terminate stating the reason therefor. The Company shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (ii) if the Company Board shall have effected a Change in Recommendation and willfully breached its obligations under Sections 5.02 or 5.19 in any material respect; or (iii) if the Company or the Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; (d) by the Company: (i) if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of Parent or any other agreement contemplated hereby, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to terminate this Agreement under this Section 9.01(d) shall not be available to the Company if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If the Company desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 9.01(d), then it must notify Parent in writing of its intent to terminate stating the reason therefor. Parent shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (ii) if terminated prior to obtaining the Requisite Company Approval, and subject to the terms and conditions of Sections 5.20, in order to accept a Superior Proposal; or (iii) if Parent is unable to obtain the funds necessary to pay the Merger Consideration by the End Time (as such End Time may be extended pursuant to Section 9.01(b)(i)); provided, that for the purposes of this Section 9.01(d)(iii), Parent shall be deemed to have obtained such funds necessary to pay the Merger Consideration if Parent or Tectonic Holdings, LLC possesses executed Subscription Agreements from bona fide investors for the funds to be generated in the Equity Financing, such Subscription Agreements containing commitments by such investors to fund their subscriptions within seven (7) Business Days of the call therefor, and/or an executed Commitment Letter (the only conditions to funding being receipt of necessary regulatory approvals, delivery of the requisite loan documents for closing and the consummation of the Merger) whereby the proceeds generated therefrom together with any cash held by Parent would be sufficient to pay the Merger Consideration.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingEffective Time (except as otherwise set forth in this Section 9.01), whether before or after approval by the I BHC shareholders as follows, and in no other manner: (a) by A. By the mutual written consent of I BHC and IBG, duly authorized by the Parties;I BHC Board and the IBG Board, respectively. B. By either I BHC or IBG (b) by either Seller or Buyer if provided that the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations any representation, warranty, covenant or other agreement contained herein) if the conditions precedent to such party’s obligations to close specified in ARTICLES VII and warranties set forth in VIII, respectively, shall not have been satisfied on or before June 30, 2012. C. By either IBG or I BHC if any of the transactions contemplated by this Agreement or negligently any other agreement contemplated hereby are disapproved by any Regulatory Agency whose approval is required to consummate such transactions or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting this Agreement or invalidating the consummation of any of other agreement contemplated hereby, or the transactions contemplated herein; orhereby or thereby and such order, decree, ruling or other action shall have been final and nonappealable. (d) If D. By IBG if it reasonably determines, in good faith and after consulting with counsel, there is substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether transactions contemplated by this Agreement or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related theretoagreement contemplated hereby. E. By IBG if there shall have been any Material Adverse Change in I BHC or I Bank. F. By IBG, exceeds 15% if I BHC shall have breached or failed to perform in any material respect any of the unadjusted Purchase Priceits representations, then either Seller warranties, covenants or Buyer may terminate other agreements contained in this Agreement upon or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (30) calendar days after written notice to the other parties hereto; providedfrom IBG. G By I BHC, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller if IBG shall have had breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectperiod of thirty (30) calendar days after written notice from I BHC.

Right of Termination. This Agreement and the transactions contemplated hereby by this Agreement may be completely terminated at any time prior to the Closing Date: A. By the mutual consent of the Board of Directors of Purchaser and the Boards of Directors and Members of Sellers (acting unanimously). B. By the Board of Directors of Purchaser by giving written notice to Sellers at any time prior to the Closing Date in the event (i) any of the Sellers has within the then previous 10 business days given the Purchaser any notice pursuant to Section 12.04 below, and (ii) the development that is the subject of the notice has had a material adverse effect upon the financial condition of MCTI, SBHI, RDLLLC or Company, each taken as a whole; C. By the Board of Directors of Purchaser in the event that the obligations and conditions set forth in Articles VIII and IX of this Agreement shall not have been satisfied or waived by the Closing Date. D. By any Seller in the event that the conditions set forth in Articles X and XI of this Agreement shall not have been satisfied or waived by the Closing Date. E. By either Purchaser or any Seller if any action or proceeding before any court or other governmental body or agency shall have been instituted in good faith by an unrelated third party (i) to restrain, modify, or prohibit the transaction contemplated by this Agreement, (ii) to recover damages from Purchaser, MCTI, SBHI, RDLLLC or the Company, or any Seller if such action or proceeding could result in the imposition of a material liability against or affecting the business or properties of the Purchaser, MCTI, SBHI, RDLLLC or the Company, or any Seller in the opinion of the party seeking to terminate this Agreement, or (iii) to force Purchaser, MCTI, SBHI, RDLLLC or the Company, any subsidiary or any Seller to take any action that would have a material and adverse effect on the business or properties of the Purchaser, MCTI, SBHI, RDLLLC or the Company or any Seller in the opinion of the party seeking to terminate this Agreement unless either the Purchaser, MCTI, SBHI, RDLLLC or the Company, or the Sellers causes such action or proceeding to be dismissed on or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectDate.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at before the Effective Time (except as otherwise set forth in this Section 9.01), whether before or prior to after approval by the ClosingHCBI shareholders as follows, and in no other manner: (a) by A. By the mutual written consent of HCBI and IBG, duly authorized by the Parties;HCBI Board and the IBG Board, respectively. B. By either HCBI or IBG (b) by either Seller or Buyer if the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations any representation, warranty, covenant or other agreement contained herein) if the conditions precedent to such party’s obligations to close specified in ARTICLES VII and warranties set forth in VIII, respectively, shall not have been satisfied on or before December 31, 2014; but if conditions precedent have not been satisfied because approval of this Agreement or negligently any other agreement contemplated hereby has not been received from any Regulatory Agency whose approval is required to consummate such transactions, either HCBI or willfully failed IBG can unilaterally extend such deadline by up to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed 30 days by providing written notice thereof to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under other. C. By either IBG or HCBI if any of the transactions contemplated by this Agreement or under any of the Cinco Purchase Agreements; (c) other agreement contemplated hereby are disapproved by either Seller any Regulatory Agency whose approval is required to consummate such transactions or Buyer if any Governmental Authority shall have issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting this Agreement or invalidating the consummation of any of other agreement contemplated hereby, or the transactions contemplated hereinhereby or thereby and such order, decree, ruling or other action shall have been final and nonappealable. D. By IBG if it reasonably determines, in good faith and after consulting with counsel, there is substantial likelihood that any necessary regulatory approval will not be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the transactions contemplated by this Agreement or any other agreement contemplated hereby. E. By IBG if there shall have been any Material Adverse Change in HCBI or HCB; orand by HCBI, if there shall have been any Material Adverse Change in IBG. F. By IBG, if HCBI shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (d30) If calendar days after written notice from IBG. G. By HCBI, if IBG shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (30) calendar days after written notice from HCBI. H. By IBG, in accordance with the sum provisions of Section 5.13 (Environmental Investigation). I. By either IBG or HCBI, if the approval of this Agreement and the Merger by the shareholders of HCBI shall not have been obtained by reason of the failure to obtain the required vote at the Meeting. J. By HCBI at any time before the Meeting in order to concurrently enter into an acquisition agreement or similar agreement (each, an “Acquisition Agreement”) with respect to a Superior Proposal which has been received and considered by HCBI and the HCBI Board in accordance with all of the requirements of Section 5.10 hereof. K. By IBG, if the HCBI Board shall have (i) recommended to the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether shareholders of HCBI that they tender their shares in a tender or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds exchange offer commenced by an un-Affiliated third party for more than 15% of the unadjusted Purchase Priceoutstanding HCBI Share, then either Seller (ii) effected a Change in Recommendation or Buyer may terminate this Agreement upon written notice recommended to the other parties hereto; providedHCBI shareholders acceptance or approval of any alternative Acquisition Proposal, however(iii) has notified IBG in writing that HCBI is prepared to accept a Superior Proposal, that Buyer may not terminate pursuant to this Section 12.1(dor (iv) until such time as Seller shall have had a reasonable opportunity resolved to Cure any Title Defect or Remediate any Environmental Defectdo the foregoing.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesXxxxx and Xxxxxx; (b) by either Seller on the Closing Date if the conditions set forth in Article IX have not been satisfied in all material respects or waived by Seller; (c) by Xxxxx on the Closing Date if the conditions set forth in Article X have not been satisfied in all material respects or waived by Xxxxx; (d) by Seller, by notice to Buyer on or after December 21, 2012, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Buyer or Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement; or (df) If the sum of by Buyer or Seller if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title Defects, whether or not Seller has elected to attempt to Cure)Benefits) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus exceeds twenty percent (iii20%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, Seller shall have the right and option to postpone the Closing Date, and if Seller exercises such right no Party may not terminate this Agreement pursuant to this Section 12.1(d) 13.01(f), until each such time as Seller Dispute is resolved; provided, however, that no Party shall have had a reasonable opportunity the right to Cure terminate this Agreement pursuant to clause (b), (c), (d) or (f) above if that Party is at the time in material breach of any Title Defect or Remediate any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of all of the Parties; (b) by either Seller Buyer or Buyer Sellers if the Closing shall not have occurred on or before October 31March 24, 2013; provided2017 at 3:00 pm, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementscentral; (c) by either Seller or Buyer any Party if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, permanently restraining, enjoining, or otherwise prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects herein and any unCured Title Defectssuch order, whether judgment or not Seller decree has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects become final and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretonon-appealable; provided, however, that the right to terminate this Agreement under this Section 11.01(c) shall not be available to any Party whose failure to comply with any provision of this Agreement has been the cause of, or materially contributed to, such action; (d) by any Party if there shall be any applicable law enacted, promulgated, issued or deemed applicable to the transactions contemplated herein by any Governmental Authority that would make the consummation of the transactions contemplated herein illegal; (e) by Sellers if (i) Buyer may has asserted, prior to the expiration of the Examination Period, Purchase Price adjustments on account of Title Defects and Environmental Defects and such defects are not terminate cured by Sellers prior to the Closing Date or (ii) there has been a casualty event and, with respect to the foregoing clauses “(i)” and “(ii)”, the aggregate amount of the Title Defect Value, Environmental Defect Value and Casualty Value exceeds 10% of the Purchase Price; (f) by Buyer if (i) the actual amount of Purchase Price adjustments on account of Title Defects and Environmental Defects that are not cured by Sellers prior to the Closing Date or (ii) there has been a casualty event and, with respect to the foregoing clauses “(i)” and “(ii)”, the aggregate amount of the Title Defect Value, Environmental Defect Value and Casualty Value exceeds 15% of the Purchase Price; (g) by Buyer upon written notice to Sellers at any time after the date the Closing should have been consummated pursuant to Section 10.01, if (i) the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing; provided, that each such condition is then capable of being satisfied at the date that such notice is provided to Sellers) have been satisfied or waived, (ii) Buyer has confirmed irrevocably in such written notice to Sellers that (A) all such conditions have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing; provided, that each such condition is then capable of being satisfied at the date that such notice is provided to Sellers) and (B) Buyer stands, and will stand (through the period specified below in clause “(iii)”), ready, willing and able to consummate the transactions contemplated by this Agreement and (iii) Sellers fail to consummate the transactions contemplated by this Agreement by 4:00 p.m. Houston, Texas time two Business Days after the delivery of such notice; (h) by Sellers upon written notice to Buyer at any time after the date the Closing should have been consummated pursuant to Section 12.1(d10.01, if (i) until the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied by actions taken at the Closing; provided, that each such condition is then capable of being satisfied at the date that such notice is provided to Buyer) have been satisfied or waived, (ii) the Sellers have confirmed irrevocably in such written notice to Buyer that (A) all such conditions have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing; provided, that each such condition is then capable of being satisfied at the date that such notice is provided to Buyer) and (B) the Sellers stand, and will stand (through the period specified below in clause “(iii)”), ready, willing and able to consummate the transactions contemplated by this Agreement and (iii) Buyer fails to consummate the transactions contemplated by this Agreement by 4:00 p.m. Houston, Texas time two Business Days after the delivery of such notice; or (i) by either Party upon written notice of termination to the other Party, if there has occurred: (i) a breach by the other Party of any representation or warranty contained herein, or (ii) a breach by the other Party of any of the covenants or agreements in this Agreement; provided that (x) such breach (under either clause (i) or (ii)) if uncured prior to the Closing would entitle the non-breaching Party not to consummate the transactions contemplated herein under Article VII or Article VIII, as applicable, (y) the terminating Party is not then itself in material breach of any provision of this Agreement and (z) such breach has not been cured within 30 days following written notice thereof to the breaching Party or, by its nature, cannot be cured within such time as Seller period; provided, however, that no Party shall have had a reasonable opportunity the right to Cure terminate this Agreement pursuant to clause (b) or (c) above if such Party is at such time in material breach of any Title Defect or Remediate any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing:Closing under the following conditions (subject to extensions allowed Seller in this Agreement): (a) by By Seller if Closing does not occur on or before September 30, 2005, for any reason other than Seller’s wrongful failure or refusal to perform its material obligations under this Agreement; (b) By mutual written consent of the Parties; (bc) by By either Seller or Buyer Purchaser if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein would violate any nonappealable final order, decree or judgment of any Governmental Entity having appropriate jurisdiction enjoining or awarding substantial damages in connection with the consummation or the transactions contemplated herein; (d) By Purchaser if the aggregate net value of all downward and upward adjustments to the Purchase Price claimed by Purchaser and Seller pursuant to Article 3 and Article 12 of the Agreement, which remain unresolved as of the Closing Date, would reduce the Purchase Price by an amount exceeding 20% of the Purchase Price; (e) By Seller if the aggregate value of all downward adjustments to the Purchase Price claimed by Purchaser pursuant to Article 3 and Section 12.3 of the Agreement exceeds 10% or more of the Purchase Price; or (df) If By Seller if any condition specified in Article 6 has not been satisfied on or before 5:00 p.m. on the sum Closing Date, and shall not theretofore have been waived by Seller, provided that the failure to consummate the transactions contemplated hereby on or before such date did not result from the failure by Seller to fulfill any undertaking or commitment of (i) Seller provided for herein that is required to be fulfilled on or prior to Closing. By Purchaser if any condition specified in Article 7 has not been satisfied on or before 5:00 p.m. on the Aggregate Title Defect Value (which Closing Date, and shall include not theretofore have been waived by Purchaser, provided that the failure to consummate the transactions contemplated hereby on or before such date did not result from the failure by Purchaser to fulfill any unresolved disputed Title Defects and any unCured Title Defects, whether undertaking or not Seller has elected commitment of Purchaser provided for herein that is required to attempt be fulfilled on or prior to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectClosing.

Right of Termination. This Agreement may be terminated, and the transactions contemplated hereby Merger may be completely terminated abandoned, at any time at or prior to before the ClosingEffective Time, as follows, and in no other manner: (a) by A. By the mutual written consent agreement of the Parties;Teche Bancshares and KSB Bancorp. (b) by B. By either Seller Teche Bancshares or Buyer KSB Bancorp, if the Closing shall Effective Time has not have occurred by the close of business on or before October March 31, 20132004 (the “Termination Date”); provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 9.01B will not be available to this clause (b) if such Party is at such time in material any party whose failure to comply with its obligations under, or breach of its representations and warranties any representation or warranty set forth in in, this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed has materially contributed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any failure of the Cinco Purchase Agreements; (c) by either Seller Effective Time to occur on or Buyer if any Governmental Authority shall have issued an orderbefore the Termination Date; provided further, judgment or decree or taken any other action challenginghowever, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer that neither party may terminate this Agreement upon pursuant to this Section 9.01B unless it has provided the other party with at least thirty (30) Business Days’ written notice of, and opportunity to cure, any failure or breach of such other party as a result of which such transactions shall not have been consummated on or before the Termination Date. C. By either Teche Bancshares or KSB Bancorp, if the approval of any Governmental Authority required for consummation of the Merger and the other parties heretotransactions contemplated by this Agreement is denied by a final, nonappealable action of such Governmental Authority, or if a party reasonably determines in good faith after consultation with counsel that there is substantial likelihood that any Requisite Regulatory Approval will not be obtained or will be obtained only upon a condition or conditions that make it inadvisable to proceed with the transactions contemplated by this Agreement; provided, however, that Buyer may not the right to terminate pursuant to this Agreement under this Section 12.1(d9.01C will not be available to any party whose failure to comply with any provision of this Agreement has been the cause of, or materially contributed to, such action. D. By either Teche Bancshares or KSB Bancorp, upon thirty (30) until days prior written notice of termination, if there has occurred and is continuing: (i) a breach by the other party or its Subsidiary of any representation or warranty contained herein, or (ii) a breach by the other party or its Subsidiary of any of the covenants and agreements in this Agreement, and such time as Seller shall have had breach (under either clause (i) or (ii)) would entitle the non-breaching party not to consummate the Merger under ARTICLE VIII. E. By either Teche Bancshares or KSB Bancorp, if there has been a reasonable opportunity Material Adverse Change with respect to Cure any Title Defect the other party or Remediate any Environmental Defectits Subsidiary.

Right of Termination. This Agreement (a) The Purchaser shall be entitled (in lieu of the right to claim under any Indemnity or make any Warranty Claim) by notice in writing to the Seller to terminate this agreement (other than the clauses specified in clause 3.7(b)), if between the date of this agreement and the transactions contemplated hereby may be completely terminated at any time at or Completion: (i) it becomes apparent that prior to the Closing:date of this agreement Seller has failed to disclose any material breach of any Competition Rule; and (ii) the Seller was at the date of this agreement actually aware of such breach; and (iii) evidence (including any written declarations) in relation to such breach has been discovered or made available to the Competition Authority concerned which evidence prima facie alone or in conjunction with other evidence allows the Competition Authority to take a decision which frustrates fulfilment of Condition 3.1(b); and (iv) as a result of such breach of a Competition Rule, the Purchaser is unable to procure fulfilment of Condition 3.1(b) of this agreement. (a) by mutual written consent Seller’s awareness shall be limited to the actual awareness of the Parties;members of the PMD Group head office management team based in Amsterdam, each managing director of those PMD Group Companies, and those employees of the Seller’s Group, listed in the schedule headed “Consulted Personnel” to the Disclosure Letter. (b) The Purchaser shall prior to giving a notice under clause 11.6 which terminates (or purports to terminate) this agreement consult with the Seller in good faith for a reasonable period in connection with the taking by either the Seller of all such steps as may be possible (and which cannot be or Buyer if have not been taken by the Closing Purchaser) to procure the fulfilment of Condition 3.1(b) and for this purpose the Seller and the Purchaser shall not have occurred provide each other with such information as reasonably requested; and (c) A notice under clause 11.6(a) must be accompanied by a written legal opinion by an independent Queens Counsel in the United Kingdom appointed by the Purchaser that due to the occurrence of the material breach referred to in clause 11.6(a)(i) and based on the evidence which has been discovered by or before October 31made available to the Competition Authority as contemplated under clause 11.6(a)(iii) there is a reasonable chance that the Competition Authority will take a decision which frustrates fulfilment of condition 3.1(b). (d) Any termination pursuant to such a notice shall become effective 10 Business Days after receipt of such notice by the Seller, 2013; providedunless prior to the end of such period, howeverthe Seller has notified the Purchaser in writing that it disputes the Purchaser’s right to terminate the agreement under this clause 11.6. Should parties be unable to agree any dispute in this regard within 10 Business Days after the Seller’s notification of such dispute to Purchaser, that the parties may refer the matter to arbitration under the provisions of the clause headed “Arbitration” of this agreement. (ie) no Party The Purchaser shall have the no right to terminate this Agreement pursuant to agreement by reason of, and this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement 11.6 shall not apply to, any investigations by Competition Authorities or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed other matters which have been disclosed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an orderPurchaser, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include those investigations and matters disclosed in the Data Room or in discussions between the parties. A failure to exercise this right shall not constitute a waiver of any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion other rights of the Assets subject Purchaser to a Casualty Loss (claim under any Indemnity or condemnation or eminent domain, the Allocated Value of such Assets) and make any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectWarranty Claim.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesSeller and Prima; (b) by Seller on the Closing Date if the conditions set forth in Article 8 have not been satisfied in all material respects by Buyers or waived by Seller in writing by the Closing Date; (c) by Prima on the Closing Date if the conditions set forth in Article 9 have not been satisfied in all material respects by Seller or waived by Prima in writing by the Closing Date; (d) by either Seller or Buyer Prima if the Closing shall not have occurred on or before October 31by April 15, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements2011; (ce) by either Seller or Buyer Prima if any Governmental Authority shall have issued an a final and non-appealable order, judgment judgment, or decree or taken any other final and non-appealable action challenging, delaying, restraining, enjoining, prohibiting prohibiting, or invalidating the consummation of any of the transactions contemplated herein; or; (df) If the sum of by either Seller or Prima if (i) the Aggregate aggregate amount of the Title Defect Value (which shall include any unresolved disputed Values with respect to all Title Defects asserted by Prima reasonably and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), in good faith plus (ii) the Aggregate aggregate amount of the Environmental Defect Value (which shall include any unresolved disputed Values with respect to all Environmental Defects asserted by Prima reasonably and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), in good faith plus (iii) the aggregate costs to repair or restore any portion amount of all Casualty Losses plus (iv) the Assets subject to a Casualty Loss aggregate amount of all Representation Defect Values asserted by Prima reasonably and in good faith exceeds One Million Two Hundred Sixty Thousand Dollars (or condemnation or eminent domain, the Allocated Value of such Assets$1,260,000.00); (g) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then by either Seller or Buyer may terminate Prima if, between execution of this Agreement upon written notice to and the other parties heretoClosing, an event should occur having a Material Adverse Effect on the ownership, operation, or value of the Assets; or (h) as otherwise provided herein; provided, however, that Buyer may not neither Seller nor Prima shall have the right to terminate this Agreement pursuant to this Section 12.1(dclause (b), (c), or (d) until above if such Party is at such time as Seller shall have had in Breach of any provision of this Agreement, or if such Party is Prima, any Buyer is in breach of any provision of this Agreement, or such Party instigates a reasonable opportunity to Cure any Title Defect proceeding of the nature described in Section 8.03 or Remediate any Environmental DefectSection 9.03.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing:Closing under the following conditions (subject to extensions allowed Seller in this Agreement): (a) by [INTENTIONALLY DELETED] (b) By mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements;or (c) by By either Seller or Buyer Purchaser if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of the transactions contemplated herein would violate any nonappealable final order, decree or judgment of any Governmental Entity having appropriate jurisdiction enjoining or awarding substantial damages in connection with the consummation of the transactions contemplated herein; or (d) If [INTENTIONALLY DELETED] (e) [INTENTIONALLY DELETED] (f) By Seller if any condition specified in Section 6.1 has not been satisfied on or before 5:00 p.m. on June 15, 2006, and shall not theretofore have been waived by Seller, provided that the sum failure to consummate the transactions contemplated hereby on or before such date did not result from the failure by Seller to fulfill any undertaking or commitment of (i) Seller provided for in Section 8.2 herein that is required to be fulfilled on or prior to Closing and provided further that the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) waiting period required by the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller HSR Act shall have had a reasonable opportunity expired or been terminated, if applicable. (g) By Purchaser if any condition specified in Section 7.1 has not been satisfied on or before 5:00 p.m. on June 15, 2006, and shall not theretofore have been waived by Purchaser, provided that the failure to Cure consummate the transactions contemplated hereby on or before such date did not result from the failure by Purchaser to fulfill any Title Defect undertaking or Remediate any Environmental Defectcommitment of Purchaser provided for herein that is required to be fulfilled on or prior to Closing and provided further that the waiting period required by the HSR Act shall have expired or been terminated, if applicable.

Right of Termination. This Subject to any payments as provided in Section 9.01, this Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingEffective Time, whether before or after approval by the shareholders of BVB as follows, and in no other manner: (a) by A. By mutual written consent agreement of BVB and Interchange, duly authorized by their respective boards of directors. B. By either BVB or Interchange (provided that the Parties; (bterminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) by either Seller or Buyer if the Closing conditions precedent to such parties' obligations to close specified in Articles VII and VIII, respectively, shall not have occurred been satisfied on or before October 31June 30, 2013; provided2003, however, that or such later date as may be mutually agreed to by Interchange and BVB. C. By either BVB or Interchange if (i) no Party any of the transactions contemplated by this Agreement or any other agreement contemplated hereby, are disapproved by any regulatory authority whose approval is required to consummate such transactions, or (ii) any court of competent jurisdiction in the United States or other United States (federal or state) governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the right Agreement or any other 63 agreement contemplated hereby, or the transactions contemplated hereby and such order, decree, ruling or other action shall have been final and nonappealable. D. By Interchange if any application for regulatory or governmental approval necessary to consummate the Merger and the other transactions contemplated hereby shall have been denied or withdrawn at the request or recommendation of the applicable regulatory agency or governmental authority or if any such application is approved with commitments, conditions or understandings, whether contained in an approval letter or otherwise, which, in the reasonable determination of Interchange, materially impairs the value of BVB and the BVB Subsidiaries, taken as a whole, to Interchange or which alters the economics of the transactions contemplated by this Agreement, including without limitation, the Merger. E. By Interchange if there shall have been any Material Adverse Change with respect to BVB. F. By BVB if there shall have been any Material Adverse Change with respect to Interchange. G. By Interchange, if BVB shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (30) calendar days after notice from Interchange. H. By BVB, if Interchange shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, and such failure shall not have been cured within a period of thirty (30) calendar days after notice from BVB. I. by Interchange or BVB, if this Agreement and the Merger is not approved by the required vote of shareholders of BVB, or if the issuance of additional shares of Interchange Stock is not approved by the required votes of shareholders of Interchange; J. by BVB, by written notice to Interchange, if (i) a proposal for a Third Party Transaction (as defined below) involving BVB has been made or received and the Board of Directors of BVB determines, in the exercise of its good faith judgment (based on written advice of independent legal counsel) that such termination is required in order for BVB's Board of Directors to comply with its fiduciary duties to BVB's shareholders, or (ii) following receipt by BVB of a proposal for a Third Party Transaction, the Board of Directors of BVB shall have altered its determination to recommend that the shareholders of BVB approve this Agreement and/or the Merger or shall have failed to proceed to hold the BVB Shareholders' Meeting to approve this Agreement and/or the Merger, in either case of which BVB shall give Interchange prompt written notice of its election to terminate this Agreement pursuant to this clause Section 9.02.J. For purposes of this Section 9.02.J, a "Third Party Transaction" shall include (bi) any successful tender offer for more than 50% of the outstanding shares of BVB, ii) any merger or consolidation of BVB with or into any entity other than Interchange or an affiliate of Interchange, (iii) any sale of all or substantially all of the assets of BVB, (iv) any reorganization of BVB or other transaction that results or when completed would result in a disposition of substantially all of the assets of BVB, or (v) the issuance, sale or disposition of securities representing 50% or more of the common stock of BVB; K. By BVB, if such Party is at such time in material breach both (i) the Interchange Measurement Price during the Valuation Period shall be less than $13.64 (which number shall be appropriately adjusted to give effect to any Share Adjustment relative to shares of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect Interchange Stock), and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of number obtained by dividing the Cinco Purchase Agreements; Interchange Average Price by the Interchange Initial Price (cas defined below) is less than the number obtained by dividing the Final Index Price (as defined below) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or Initial Index Price (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assetsas defined below) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretosubtracting .20 from such quotient; providedsubject, however, that Buyer may not terminate to the following four sentences. If BVB elects to exercise its right of termination pursuant to this Section 12.1(d9.02.K, it shall give written notice to Interchange on the fourth (4th) until such time as Seller business day prior to the Closing Date. Not later than the second (2nd) business day prior to the Closing Date, Interchange shall have had a reasonable opportunity the option to Cure any Title Defect increase the Aggregate Merger Consideration Value to be received by the holders of BVB Stock hereunder (either by increasing the Total Cash Consideration, the Total Stock Consideration or Remediate any Environmental Defect.both) by an amount equal to the product of (a) $13.64 minus the Interchange Measurement Price and (b) the Total Stock Amount. For purposes of such right, additional shares of Interchange Stock shall be valued at the Interchange Measurement Price. If Interchange elects to exercise this option, it shall give prompt written notice to BVB of such election and the revised Merger Consideration, whereupon no termination shall have occurred pursuant to this Section 9.02.K and this Agreement shall remain in effect in accordance with its terms (except as the Merger Consideration shall have been so modified). For purposes of this Section 9.02.K:

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or If prior to Completion:- 9.4.1 it shall be found that any of the Closing: Warranties have not been carried out or complied with or are otherwise untrue in any material respect where the breach is of a fundamental nature the Purchaser shall be entitled (ain addition to and without prejudice to all other rights or remedies available to it and its successors in title including the right to claim damages) by mutual written consent of notice in writing to the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right Vendor to terminate this Agreement (but failure to exercise this right shall not constitute a waiver of any other right of the Purchaser or its successors in title arising out of any breach of Warranty) whereupon the Vendor shall be entitled within 48 hours of receipt of the Purchaser's notice to serve notice objecting to such termination. Unless the Vendor's notice of objection is served within such period this Agreement shall terminate as set out in this Clause. In the event of the Vendor duly serving a notice of objection the Escrow Consideration shall remain deposited in the Escrow Account and the provisions of Clause 7.6 (including the arbitration provisions thereof) shall apply mutatis mutandis for the purpose of determining the right (or otherwise) of the Purchaser to terminate this Agreement. The Vendor and the Purchaser agree that if it is determined that the Purchaser was not entitled to terminate this Agreement Completion shall occur within 3 days after such determination in accordance with Clause 8 and that interest accrued on the Initial Consideration in respect of the period from the original Completion Date (as notified pursuant to this clause (bClause 8.1) if such Party is at such time in material breach and the date of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date actual Completion shall be postponed for the benefit of the Vendor; or 9.4.2 there shall occur anything which makes the transaction contemplated hereby illegal or any act of God, war, riot, civil commotion, fire, flood, explosion or terrorism which affects or is likely to affect adversely to a material degree the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement financial position or under business prospects of the Group Companies as a whole or any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domainGroup Companies, the Allocated Value Purchaser shall be entitled by notice in writing to the Vendor to terminate this Agreement; but the occurrence of such Assets) and event shall not give rise to any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller right to damages or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defectcompensation.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingEffective Time as follows, and in no other manner: (a) by the mutual written consent of the PartiesEQBK and Docking; (b) by either Seller Docking or Buyer EQBK (as long as the terminating party is not in material breach of any representation, warranty, covenant or other agreement contained herein) if the Closing shall conditions precedent to such parties’ obligations to close specified in Article VII and Article VIII, respectively, hereof have not have occurred on been met or before October waived by December 31, 20132018; provided, that such date may be extended to such later date as agreed upon by the parties hereto; (c) by either EQBK or Docking if any of the transactions contemplated by this Agreement are disapproved by any Regulatory Agency whose approval is required to complete such transactions or if any court of competent jurisdiction in the United States or other federal or state governmental body has issued an Order, decree or ruling or taken any other action restraining, enjoining, invalidating or otherwise prohibiting the Agreement or the transactions contemplated hereby and such disapproval, Order, decree, ruling or other action is final and nonappealable; provided, however, that (i) no Party shall have the right party seeking to terminate this Agreement pursuant to this clause Section 10.01(c) shall have used its commercially reasonable efforts to contest, appeal and remove such Order, decree, ruling or other action but such obligation shall not apply to Docking’s termination right in the event of disapproval by any Regulatory Agency; (bd) by EQBK if such Party is at such time in material there has been any Material Adverse Change with respect to the Bank or by Docking if there has been any Material Adverse Change with respect to EQBK; (e) by EQBK, if there shall have been a breach of its any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and warranties correct) set forth in this Agreement on the part of Docking or negligently the Bank, which breach or willfully failed failure to perform be true and correct, either individually or observe its covenants in the aggregate with all other breaches (or failures of such representations and agreements herein warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in any material respect and (ii) such date shall be postponed Section 8.01 or Section 8.02, as the case may be; provided, that the right to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 terminate this Agreement under this Agreement Section 10.01(e) shall not be available to EQBK if it or under Equity Bank is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If EQBK desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 10.01(e), then it must notify Docking in writing of its intent to terminate stating the Cinco Purchase Agreementsreason therefor. Docking shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (cf) by either Seller or Buyer Docking, if any Governmental Authority there shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation been a breach of any of the transactions contemplated hereincovenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true and correct) set forth in this Agreement on the part of EQBK or Equity Bank, which breach or failure to be true and correct, either individually or in the aggregate with all other breaches (or failures of such representations and warranties to be true and correct), would constitute, if occurring or continuing on the Closing Date, the failure of the conditions set forth in Section 7.01 or Section 7.02, as the case may be; provided, that the right to terminate this Agreement under this Section 10.01(f) shall not be available to Docking if it or the Bank is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. If Docking desires to terminate this Agreement because of an alleged breach or failure to be true and correct as provided in this Section 10.01(f), then it must notify EQBK in writing of its intent to terminate stating the reason therefor. EQBK shall have thirty (30) days from the receipt of such notice to cure the alleged breach or failure to be true and correct, if the breach or failure to be true and correct is capable of being cured; (g) by EQBK if Docking or the Bank enter into any formal or informal administrative action with a Governmental Entity or any such action is threatened by a Governmental Entity; or (dh) If the sum of (i) the Aggregate Title Defect Value (which shall include by Docking if EQBK or Equity Bank enter into any unresolved disputed Title Defects and formal or informal administrative action with a Governmental Entity or any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to such action is threatened by a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectGovernmental Entity.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Seller; (b) by Seller on the Closing Date if the conditions set forth in Article IX have not been satisfied or waived by Seller on or before the Closing Date; (c) by Buyer on the Closing Date if the conditions set forth in Article X have not been satisfied or waived by Buyer on or before the Closing Date; (d) by either Seller Party, upon providing notice to the other Party on or Buyer after October 23, 2015, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Buyer or Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; orby this Agreement; (df) If the sum of by Seller if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title Defects, whether or not Seller has elected to attempt to Cure)Benefits) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus exceeds twenty percent (iii20%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, Seller shall have the right and option to postpone the Closing Date until each such Dispute is resolved; (g) by Buyer may not terminate if (i) the aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Section 12.1(dAgreement with respect to Title Defect Values attributable to all uncured Title Defects (net of the aggregate amount of the Purchase Price Adjustments for all Title Benefits) until such time as Seller determined in accordance with Article IV, plus (ii) the aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Values attributable to all uncured Environmental Defects determined in accordance with Article V, exceeds twenty percent (20%) of the Unadjusted Purchase Price; provided, however, that if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, Buyer shall have had a reasonable opportunity the right and option to Cure any postpone the Closing Date until each such Dispute is resolved; or (h) by Seller if the aggregate amount of the Title Defect Values to be paid by Buyer to the Escrow Agent at Closing exceeds fifteen percent (15%) of the Unadjusted Purchase Price; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), (d), (f), (g) or Remediate (h) above if that Party is at the time in material breach of any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at Without prejudice to any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31other rights, 2013; provided, however, that (i) no Party Licensor shall have the right to terminate this Agreement pursuant upon thirty (30) days written notice to this clause Licensee, sent by certified mail, return receipt requested, at any time that any of the following may occur: (a) If Licensee shall not have begun the bona fide design, manufacture or production of the Goods licensed hereunder within ninety days (90) from the commencement of the Original Term hereof. (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date If Licensee shall be postponed unable to fulfill or obtain valid purchase orders for the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement Goods in the Market and Territory hereof for any reason for a period of six (6) months or under any of the Cinco Purchase Agreements;more. (c) by either Seller If Licensee shall fall to make arty payment due hereunder or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of to deliver any of the transactions contemplated herein; orstatements herein referred to, and if such default shall continue for a period of sixty (60) days. (d) If Licensee shall be unable to pay its liabilities when due, or shall make any assignment for the sum benefit of (i) creditors, or shall file any petition under Chapter 10, 11 or 12 of Title 11, United States Code, or file a voluntary petition in bankruptcy or be adjudicated as bankrupt or insolvent or if any receiver is appointed for its business or property and such receivership is have the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) rigxx xx xxxxxxxxx xxxx Xxreement. Notwithstanding the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domainforegoing, the Allocated Value Licensor shall, at any time during the ten-n of such Assets) this contract, have the option of demanding an assurance from Licensee of Licensee’s ongoing ability to perform the provisions of this contract, if, in the reasonable opinion of Licensor, Licensee is unable to adequately fulfill its requirements. If reasonable and any other Damages related theretoadequate assurance is not received by Licensor regarding Licensee’s ability to perform, exceeds 15% of Licensor shall have the unadjusted Purchase Price, then either Seller or Buyer may right to terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated and abandoned at any time at or prior to or at the ClosingClosing as follows, and in no other manner: (a) by A. By the mutual written consent of the PartiesSeller and Buyer; (b) by B. By either Seller Buyer or Buyer Seller, if the Closing has not occurred within ninety (90) calendar days following receipt of all necessary regulatory approvals and the expiration of any mandatory waiting period or such other date as Seller and Buyer shall agree in writing as necessary to accommodate the data conversion, unless the failure to so consummate by such time is due to a breach of this Agreement by the party seeking to terminate; C. By either Buyer or Seller if (i) any of the transactions contemplated by this Agreement are disapproved by any regulatory authority whose approval is required to complete such transactions, or (ii) if either party reasonably determines in good faith after consultation with outside counsel that there is substantial likelihood that any requisite regulatory approval will not have be obtained or will be obtained only upon a condition or conditions that make it inadvisable for the terminating party to proceed with the transactions contemplated by this Agreement; D. By Buyer if there shall be any actual or threatened litigation to restrain or invalidate the sale of the Assets to, or the assumption of the Liabilities by, Buyer that, in the good faith judgment of Buyer, after consultation with outside counsel and Seller, makes it inadvisable to proceed with such transaction; E. By Seller if there shall be any actual or threatened litigation to restrain or invalidate the sale of the Assets to, or the assumption of the Liabilities by, Buyer that, in the good faith judgment of Seller, after consultation with outside counsel and Buyer, makes it inadvisable to proceed with such transaction; F. By Buyer if any Material Adverse Change with respect to the Assets or Liabilities has occurred on since September 30, 2011; G. By either Buyer or before October 31Seller in the event of a material breach by the other of any representation, 2013warranty or agreement contained herein, or the failure of any condition to a party’s obligation to consummation the transaction, that is not cured or cannot be cured within 30 days after written notice of such termination has been delivered to the breaching party; provided, however, that (i) no Party shall have the right to terminate this Agreement termination pursuant to this clause (b) if provision shall not relieve the breaching party of liability for such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinbreach; or (d) If the sum H. By Buyer as provided in Section 1.11 of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing as follows: (a) by mutual written consent of By Buyer, in its sole and absolute discretion, at any time during the PartiesDue Diligence Period for any reason or for no reason whatsoever; (b) by either By written agreement of Seller or and Buyer; (c) By Buyer if if, as of the Closing shall or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have not have occurred on been met, or before October 31as specifically provided for in or covered by Sections 7.5, 201311.2(a)(i), 12.16, and 12.17; provided, however, that (inothing contained in this Section 11.1(c) no Party shall have the right to terminate this Agreement limit Seller’s rights pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements11.2 below; (cd) by either By Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have been met but the conditions in ARTICLE VIII have not been met and Buyer defaults on its obligation to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights pursuant to 11.2 below; or (e) By Seller or Buyer if any Governmental Authority a court of competent jurisdiction or other governmental agency shall have issued an order, judgment decree, or decree ruling or taken any other action challenging(which order, delayingdecree, restrainingor ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or invalidating otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable. (f) By Buyer if Buyer obtains Knowledge of any matter that causes any representation or warranty of the transactions contemplated herein; or (d) If Seller contained herein to be untrue or inaccurate in any material respect. In the sum event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or effect as of the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defectsdate of delivery of such written notice of termination, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which Buyer and Seller shall include any unresolved disputed Environmental Defects equally share the cancellation charges, if any, of the Escrow Agent and any unRemediated Environmental DefectsTitle Insurer, whether or not Seller has elected to attempt to Remediate), plus (iii) no party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the aggregate costs to repair or restore any portion termination of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice and (iv) all Escrowed Funds shall be released to the other parties hereto; provided, however, that Buyer may not terminate pursuant party entitled to this the same in accordance with Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect2.4 hereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesXxxxx and Xxxxxx; (b) by either Seller on the Closing Date if the conditions set forth in Article IX have not been satisfied in all material respects or waived by Seller; (c) by Xxxxx on the Closing Date if the conditions set forth in Article X have not been satisfied in all material respects or waived by Xxxxx; (d) by Seller, by notice to Buyer on or after February 1, 2011, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Buyer or Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement; or (df) If the sum of by Buyer or Seller if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title Defects, whether or not Seller has elected to attempt to Cure)Benefits) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus exceeds twenty percent (iii20%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer if a Dispute regarding the existence or value of any of the foregoing is subject to resolution in accordance with Article XVIII, Seller shall have the right and option to postpone the Closing Date, and if Seller exercises such right neither Party may not terminate this Agreement pursuant to this Section 12.1(d) 13.01(f), until each such time as Seller Dispute is resolved; provided, however, that no Party shall have had a reasonable opportunity the right to Cure terminate this Agreement pursuant to clause (b), (c), (d) or (f) above if that Party is at the time in material breach of any Title Defect or Remediate any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing as follows: (a) by mutual written consent of By Buyer, in its sole and absolute discretion, at any time during the Parties;Due Diligence Period for any reason or for no reason whatsoever; or (b) by either By written agreement of Seller or and Buyer; or (c) By Buyer if if, as of the Closing shall or such earlier date as specified in this Agreement, all conditions in ARTICLE VIII have been met, but all conditions in ARTICLE VII have not have occurred on been met, or before October 31as specifically provided for in Section 7.6, 2013Section 11.2(a), Section 12.16 and Section 12.17; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth nothing contained in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (iiSection 11.1(c) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated limit Buyer’s rights pursuant to Section 8.8 under this Agreement or under any of 11.2 below in the Cinco Purchase Agreements;event that Seller is in default; or (cd) by either By Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII, other than Error! Reference source not found., have been met but all conditions in ARTICLE VIII have not been met or Buyer defaults on its obligation to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights pursuant to Section 11.2 below in the event that Buyer is in default; or (e) By Seller or Buyer if any Governmental Authority a court of competent jurisdiction or other governmental agency shall have issued an order, judgment decree, or decree ruling (which order, decree, or taken any other action challengingruling the parties hereto shall use their diligent efforts to lift), delaying, restrainingin each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or invalidating otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable; (f) By Buyer if Buyer obtains Knowledge of any matter that causes any material representation or warranty of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include Seller contained herein to be untrue or inaccurate in any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretomaterial respect; provided, however, that prior to termination (i) Buyer may not terminate gives written notice to Seller specifying the material representation or warranty of the Seller contained herein that Buyer alleges to be untrue or inaccurate in any material respect, and (ii) Buyer gives Seller the opportunity to cure such matter within thirty (30) days after receipt of the written notice from Buyer; (g) By Buyer as provided for in Section 6.2; (h) In the event this Agreement is terminated pursuant to this Section 12.1(d11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the Seller or Buyer hereunder, then (i) until this Agreement shall be of no further force or effect as of the date of delivery of such time as written notice of termination, (ii) the Buyer and Seller shall equally share the cancellation charges, if any, of the Escrow Agent and Title Insurer, (iii) no party shall have had a reasonable opportunity any further rights or obligations hereunder other than pursuant to Cure any Title Defect or Remediate any Environmental Defectprovision hereof which expressly survives the termination of this Agreement, and (iv) all Escrowed Funds shall be released to the party entitled to the same in accordance with Section 2.4 hereof.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at Without prejudice to any time at or prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Seller or Buyer if the Closing shall not have occurred on or before October 31other rights, 2013; provided, however, that (i) no Party Licensor shall have the right to terminate this Agreement pursuant upon written notice to this clause Licensee, sent by certified mail, return receipt requested, at any time that any of the following may occur: (a) If Licensee shall not have begun the bona fide manufacture or production of the Goods licensed hereunder within ninety (90) days from the commencement of the term hereof. (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date If Licensee shall be postponed unable to fulfill or obtain valid purchase orders for the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement Goods throughout the territory hereof for any reason for a period of six (6) months or under any of the Cinco Purchase Agreements;more. (c) by either Seller If Licensee shall fail to make any payment due hereunder or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of to deliver any of the transactions contemplated herein; orstatements herein referred to, and if such default shall continue for a period of sixty (60) days. (d) If Licensee shall be unable to pay its liabilities when due, or shall make any assignment for the sum benefit of (i) the Aggregate Title Defect Value (which creditors, or shall include file any unresolved disputed Title Defects and petition under Chapter 10, 11 or 12 of Xxxxx 00, Xxxxxx Xxxxxx Code, or file a voluntary petition in bankruptcy or be adjudicated as bankrupt or insolvent, or if any unCured Title Defectsreceiver is appointed for its business or property, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include if any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether trustee in United States government or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject several states, Licensor shall have the right to a Casualty Loss (or condemnation or eminent domainterminate this Agreement. Notwithstanding the foregoing, the Allocated Value Licensor shall, at any time during the term of such Assets) this contract, have the option of demanding an assurance from Licensee of Licensee's ongoing ability to perform the provisions of this contract, if, in the reasonable opinion of Licensor, Licensee is unable to adequately fulfill its requirements. If reasonable and any other Damages related theretoadequate assurance is not received by Licensor regarding Licensee's ability to perform, exceeds 15% of Licensor shall have the unadjusted Purchase Price, then either Seller or Buyer may right to terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectAgreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at before the Effective Time (except as otherwise set forth in this Section 9.01), whether before or prior to after approval by the ClosingIBI or IBG shareholders as follows, and in no other manner: (a) by A. By the mutual written consent of IBI and IBG, duly authorized by the Parties;IBI Board and the IBG Board, respectively. B. By either IBI or IBG (b) by either Seller or Buyer if the Closing shall terminating party is not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations any representation, warranty, covenant or other agreement contained herein) if the conditions precedent to such party’s obligations to close specified in ARTICLES VII and warranties set forth in VIII, respectively, shall not have been satisfied on or before June 30, 2018; (the “Closing Date Deadline”); provided, however that if conditions precedent have not been satisfied by the Closing Date Deadline because approval of this Agreement or negligently any other agreement contemplated hereby from any Regulatory Agency whose approval is required to consummate such transactions (the “Regulatory Approval”) has not been received and such delay in the receipt of Regulatory Approval is not the result of a public comment or willfully failed protest made in connection with an application for Regulatory Approval (a “Protest”), then either IBI or IBG can unilaterally extend the Closing Date Deadline by up to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed 30 days by providing written notice thereof to the extent necessary other; and further provided that, if Regulatory Approval has not been received and such delay in the receipt of Regulatory Approval is the result of a Protest, then the Closing Date Deadline shall automatically, without action by either party, be extended to resolve all disputes being arbitrated pursuant to Section 8.8 under December 31, 2018. C. By either IBG or IBI if any application for approval of the transactions contemplated by this Agreement or under any other agreement contemplated hereby are disapproved by or withdrawn at the request of the Cinco Purchase Agreements; (c) by either Seller any Regulatory Agency whose approval is required to consummate such transactions or Buyer if any Governmental Authority shall have issued an order, judgment decree or decree ruling or taken any other action challenging, delaying, restraining, enjoining, invalidating or otherwise prohibiting this Agreement or invalidating the consummation of any of other agreement contemplated hereby, or the transactions contemplated hereinhereby or thereby and such order, decree, ruling or other action shall have been final and nonappealable. D. By IBG if there shall have been any Material Adverse Change in IBI or any IBI Subsidiary; orand by IBI, if there shall have been any Material Adverse Change in IBG. E. By IBG, if IBI shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (d30) If calendar days after written notice from IBG. F. By IBI, if IBG shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or any other agreement contemplated hereby, and such failure shall not have been cured within a period of thirty (30) calendar days after written notice from IBI. G. By IBG, in accordance with the sum provisions of Section 5.12 (Environmental Investigation). H. By either IBG or IBI, if the shareholders of IBI shall not have approved this Agreement and the Merger by the requisite vote at the meeting of such shareholders, or any adjournment or postponement thereof, called for such purpose. I. By IBI at any time in order to concurrently enter into an acquisition agreement or similar agreement (each, an “Acquisition Agreement”) with respect to a Superior Proposal which has been received and considered by IBI and the IBI Board in accordance with all of the requirements of Section 5.10 hereof. J. By IBG, if the IBI Board shall have (i) recommended to the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether shareholders of IBI that they tender their shares in a tender or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds exchange offer commenced by an un-Affiliated third party for more than 15% of the unadjusted Purchase Priceoutstanding IBI Shares, then either Seller (ii) effected a Change in Recommendation or Buyer may terminate this Agreement upon written notice recommended to the other parties hereto; providedIBI shareholders acceptance or approval of any alternative Acquisition Proposal, however, or (iii) notified IBG in writing that Buyer may not terminate pursuant IBI intends to this Section 12.1(d) until such time as Seller shall have had accept a reasonable opportunity to Cure any Title Defect or Remediate any Environmental DefectSuperior Proposal.

Right of Termination. This Agreement may be terminated, and the transactions contemplated hereby Merger may be completely terminated abandoned, at any time at or prior to before the ClosingEffective Time, as follows, and in no other manner: (a) by A. By the mutual written consent agreement of PBI and BFST, if the board of directors of each so determines by a vote of a majority of the Parties;members of its entire Board. (b) by B. By either Seller BFST or Buyer PBI, if the Closing shall Effective Time has not occurred by the close of business on July 31, 2020, unless one or more of the Requisite Regulatory Approvals have not been received, in which case the Effective Time has not occurred on or before October 31, 20132020, or such later date as may be mutually agreeable to the parties; provided, however, that (i) no Party shall have the right to terminate this Agreement under this Section 9.01B will not be available to any Party whose failure to comply with its obligations under, or breach of any representation or warranty set forth in, this Agreement has materially contributed to the failure of the Effective Time to occur on or before such date. C. By either BFST or PBI (i) if the Requisite PBI Vote shall not have been obtained at the PBI Meeting duly convened therefor or at any adjournment or postponement thereof, or (ii) if the Requisite BFST Vote shall not have been obtained at the BFST Meeting duly convened therefor or at any adjournment or postponement thereof; provided, that no Party may terminate this Agreement pursuant to this clause (b) Section 9.01C if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein has breached in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 any of its obligations under this Agreement Agreement, in each case in a manner that caused the failure to obtain the Requisite PBI Vote at the PBI Meeting, or under at any adjournment or postponement thereof, or the Requisite BFST Vote at the BFST Meeting, or at any adjournment or postponement thereof, as applicable. D. By either BFST or PBI, if any Requisite Regulatory Approval is denied by a final, nonappealable action of any Governmental Authority, an application therefor shall have been permanently withdrawn at the Cinco Purchase Agreements; (c) by either Seller request of a Governmental Authority, or Buyer if any Governmental Authority shall have issued an order, judgment a final nonappealable law or decree order permanently enjoining or taken any other action challenging, delaying, restraining, enjoining, otherwise prohibiting or invalidating making illegal the consummation of the Merger or the Bank Merger, unless the failure to obtain a Requisite Regulatory Approval shall be due to the failure of the Party seeking to terminate this Agreement to perform or observe the covenants and agreements of such Party set forth herein. E. By either BFST or PBI (provided that the Party terminating this Agreement is not then in material breach of any representation, warranty, covenant or other agreement contained in this Agreement), if there shall have been a material breach of any of the transactions contemplated herein; orcovenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement on the part of PBI, in the case of a termination by BFST, or BFST, in the case of a termination by PBI, which breach or failure to be true, either individually or in the aggregate with all other breaches by such Party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the Closing Date, the failure of a condition set forth in Section 8.02, in the case of a termination by BFST, or Section 8.03, in the case of a termination by PBI, and which is not cured within 30 days following written notice to PBI, in the case of a termination by BFST, or to BFST, in the case of a termination by PBI, or by its nature or timing cannot be cured during such period. (d) If the sum F. In addition to and not in limitation of BFST’s termination rights under this Section 9.01, by BFST if (i) the Aggregate Title Defect Value (which there shall include any unresolved disputed Title Defects and any unCured Title Defectshave been a material breach of Section 7.05 or Section 7.10 by PBI, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include PBI Board takes an Adverse Recommendation Action. G. By PBI, at any unresolved disputed Environmental Defects and any unRemediated Environmental Defectstime before obtaining the Requisite PBI Vote, whether or not Seller has elected if the PBI Board authorizes PBI, in compliance with the terms of this Agreement, to attempt to Remediate)enter into a binding definitive agreement in respect of a Superior Proposal with a third party, plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate PBI shall have paid any amounts due pursuant to this Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect9.04 in accordance with the terms, and at the times, specified therein.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Seller; (b) by either Seller on the Closing Date if the conditions set forth in Article IX have not been satisfied in all material respects or waived by Seller; (c) by Buyer on the Closing Date if the conditions set forth in Article X have not been satisfied in all material respects or waived by Buyer; (d) by Seller or Buyer Buyer, by notice to the non-terminating Party on or after April 30, 2011, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Buyer or Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement; or (df) If the sum of by Seller or Buyer if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title Defects, whether or not Seller has elected to attempt to Cure)Benefits) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus exceeds thirty percent (iii30%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant if a Dispute regarding the existence or value of any of the foregoing is subject to this Section 12.1(d) until such time as resolution in accordance with Article XVIII, Seller shall have had a reasonable opportunity the right and option to Cure postpone the Closing Date until each such Dispute is resolved; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), (d) or (f) above if that Party is at the time in material breach of any Title Defect or Remediate any Environmental Defect.provision of this Agreement. - 33 -

Right of Termination. This Prior to Closing, this Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closingterminated: (a) by Upon mutual written consent of by the Parties; (b) By Buyer, by providing Seller with written notice of such termination, if there shall have been a Material Adverse Effect with respect to the Seller or the Companies; (c) By either Seller or Buyer if the Closing shall has not have occurred on or before October 31August 14, 20132017 (the “Outside Date”); provided, however, that (i) no a Party shall not have the right to terminate this Agreement pursuant to this clause (bSection 8.1(c) if such Party is at such time then in material breach of its representations and warranties this Agreement; (d) By Seller or Buyer if consummation of the Transactions is enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable order; (e) By Buyer by delivering written notice to Seller at any time prior to the Closing in the event (i) Seller or a Company is in breach of any representation, warranty, covenant or agreement set forth in this Agreement Agreement, or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer if any Governmental Authority representation or warranty of Seller shall have issued an orderbeen untrue when made or shall have become untrue, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsBuyer has notified the Seller of the breach or untruth in writing, whether or not Seller has elected to attempt to Remediate), plus (iii) there is a reasonable likelihood that such breach or untruth will result in the aggregate costs to repair failure of any conditions set forth in ARTICLE VI and (iv) such breach is incapable of cure by the Outside Date or restore any portion has continued without cure for a period of the Assets subject to a Casualty Loss thirty (or condemnation or eminent domain, the Allocated Value 30) days after delivery of such Assets) and any other Damages related thereto, exceeds 15% notice of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretobreach; provided, however, that the Buyer may shall not have the right to terminate this Agreement pursuant to this Section 12.1(d8.1(e) until if the Buyer is then in material breach of this Agreement; or (f) By Seller by delivering written notice to Buyer at any time prior to the Closing in the event (i) Buyer is in breach of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Buyer shall have been untrue when made or shall have become untrue, (ii) Seller has notified the Buyer of the breach or untruth in writing, (iii) there is a reasonable likelihood that such time as breach or untruth will result in the failure of any conditions set forth in ARTICLE VIII and (iv) such breach is incapable of cure by the Outside Date or has continued without cure for a period of thirty (30) days after delivery of such notice of breach; provided, however, that the Seller shall not have had a reasonable opportunity the right to Cure any Title Defect or Remediate any Environmental Defectterminate this Agreement pursuant to this Section 8.1(f) if the Seller is then in material breach of this Agreement.

Right of Termination. This Agreement (a) Lessee shall have the right at its option to terminate this Lease during the Base Lease Term, effective only on a Termination Date occurring after the tenth anniversary of the Delivery Date and on or before the transactions contemplated hereby may be completely terminated at any time at or date one year prior to the ClosingScheduled Expiration Date, if: (ai) by mutual written consent the Aircraft is not then subject to any sublease or other possessory interests of another person (including, without limitation, interests of the Partiestype permitted under Section 7.2) and either has become economically obsolete or is surplus to Lessee's requirements and the Chief Financial Officer or Treasurer of Lessee so certifies in writing to Lessor; (ii) Lessee's termination of this Lease shall be made on a nondiscriminatory basis with respect to the Aircraft and all Similar Aircraft which are then owned, leased or otherwise operated by Lessee and which are then eligible for termination or disposition under any applicable agreements of Lessee relating to the purchase, ownership, lease or operation thereof, with the effect that the disposition of the Aircraft and any Similar Aircraft shall be determined and effected on a random basis; and Lessee shall provide such information to Lessor, as Lessor may reasonably request to establish that such dispositions have been so determined; (iii) written notice of Lessee's exercise of its option to terminate this Agreement shall be given to Lessor, Mortgagee and Owner Participant not less than six months nor more than eighteen months prior to the proposed Termination Date specified in such notice; and (iv) on the date of any notice described in clause (iii) no Lease Event of Default shall have occurred and be continuing, and on such proposed Termination Date no Lease Default or Lease Event of Default shall have occurred and be continuing. (b) Lessor shall notify Lessee and Mortgagee of Lessor's intention to sell or retain the Aircraft, as provided in this Section 9, no later than 10 days prior to the proposed Termination Date. Any such notice of an intention to retain the Aircraft shall include assurances reasonably satisfactory to Mortgagee of Lessor's ability to make the payments required by either Seller or Buyer if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right Section 9.3(a). Any failure by Lessor to terminate this Agreement pursuant to this clause (b) if give such Party is at such time in material breach notice of its representations and warranties set forth election shall be deemed to be an election to sell the Aircraft, as provided in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; 9. (c) by either Seller or Buyer if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; or (d) If the sum of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defects, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate Any termination pursuant to this Section 12.1(d) until such time as Seller 9 shall have had a reasonable opportunity become effective on the date of the sale, if any, pursuant to Cure any Title Defect Section 9.2 or Remediate any Environmental Defectupon the date of termination and payment by Lessee and Lessor in accordance with Section 9.3 if Lessor elects to retain the Aircraft.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated and abandoned at any time at or prior to or at the Closing, as follows, and in no other manner: (a) by By the mutual written consent agreement of the PartiesCompany and the Purchaser; (b) by By either Seller the Company or Buyer the Purchaser if the Closing conditions precedent to such party’s obligations to close specified in Article VI hereof have not been met or waived by the Outside Date, provided that a party shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right be entitled to terminate this Agreement pursuant to this clause (b) Section 7.1(b), if the failure of the Closing to occur by such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed date shall be due to the failure to perform or observe its the covenants and or agreements of such party set forth herein in any material respect and (ii) such date shall be postponed by the party seeking to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under terminate this Agreement or under any of the Cinco Purchase AgreementsAgreement; (c) by either Seller or Buyer By the Purchaser, if any Governmental Authority the Company shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated herein; orbreached its obligations under Section 5.1(a); (d) If By the sum of Company, to enter into an Acquisition Proposal. (e) By the Company or the Purchaser (i) upon being advised in writing by a Governmental Entity (or in the Aggregate Title Defect Value (which shall include case of the Company, the Purchaser) that any unresolved disputed Title Defects and any unCured Title Defectsof the Regulatory Approvals will not be granted or obtained on or prior to the Outside Date, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which shall include upon receipt of written notice that any unresolved disputed Environmental Defects and any unRemediated Environmental DefectsRegulatory Approval has been denied, whether or not Seller has elected to attempt to Remediate), plus (iii) if the aggregate costs Purchaser has been requested to repair or restore withdraw any portion regulatory application that is required for the transactions contemplated hereby to be consummated (f) By the Purchaser if the Board of Directors of the Assets subject Company (i) shall have made an Adverse Recommendation Change which, has not subsequently been withdrawn, (ii) shall have failed to make the Board Recommendation referred to in Section 4.1(c) hereof, withdrawn such recommendation or modified or changed such recommendation in a Casualty Loss manner such that it would constitute an Adverse Recommendation Change, or (iii) shall have breached its obligations under Section 4.1(c) hereof by failing to call, give notice of, convene and hold a meeting of its stockholders to vote on the Stockholder Proposals; (g) By the Company or condemnation or eminent domainthe Purchaser, if the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% Company stockholders’ approval of the unadjusted Purchase PriceStockholder Proposals has not been obtained on or prior to the Outside Date. (h) By the Company or the Purchaser, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretoparty, in the event a Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any federal, state, or local law, constitution, ordinance, code, rule of common law, regulation, statute or treaty or order, permanent injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award, which is in effect and which prohibits or makes illegal the consummation of the transactions contemplated by this Agreement or materially alters the terms of this Agreement. For the purposes of this Agreement, the term “Outside Date” shall mean July 31, 2010; provided, however, that Buyer may not terminate pursuant such date shall be extended for sixty (60) days (i) if the Company fails to this Section 12.1(dobtain the stockholders approval of the Stockholders Proposals by July 31, 2010 and both parties believe in good faith that the stockholders approval will be secured by September 30, 2010, or (ii) until such time as Seller shall have had a reasonable opportunity if the Purchaser fails to Cure any Title Defect or Remediate any Environmental Defectobtain the Regulatory Approvals by July 31, 2010 and the Purchaser notifies the Company in writing that it believes in good faith that it can secure the Regulatory Approvals by September 30, 2010.

Right of Termination. This Prior to Closing, this Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closingterminated: (a) by mutual By written consent of the PartiesSeller and Buyer; (b) by either By Seller or Buyer if the Closing shall has not occurred before 60 days after the date hereof (the “Outside Date”), unless such failure of the Closing to occur on or prior to the Outside Date is due to such Party’s failure to perform or comply with any of its obligations under this Agreement will have occurred been the primary cause of, or will have resulted in, the failure of the Closing to occur on or before October 31the Outside Date; (c) By Seller or Buyer if consummation of the transactions contemplated by this Agreement is permanently enjoined, 2013prohibited or otherwise restrained by the terms of a final, non-appealable order that has not been vacated, withdrawn or overturned (other than a temporary restraining order) of a Governmental Authority having competent jurisdiction or the terms of any Law; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant under this Section 9.1(c) shall not be available to this clause (b) a Party if the enactment, promulgation, issuance, entry, enforcement or adoption of such Law or issuance of such order was primarily due to the failure of such Party to perform or comply with any of its obligations under this Agreement; (d) By Seller, if Seller is at such time not then in material breach of its representations and warranties set forth in any provision of this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements; (c) by either Seller or Buyer Agreement, if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation satisfaction of any of the transactions contemplated herein; or conditions in Article VIII on or prior to the Outside Date is or becomes impossible (d) If the sum other than through failure of (i) the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defects, whether or not Seller has elected to attempt to Curecomply with its obligations under this Agreement), plus (ii) the Aggregate Environmental Defect Value (which shall include any unresolved disputed Environmental Defects and any unRemediated Environmental Defectssuch breach, whether or if curable, is not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs to repair or restore any portion cured within 10 days after receipt of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties heretothereof from Seller; provided, however, that if, at the end of such 10-day period, Buyer may is proceeding in good faith to cure such breach, Buyer shall have an additional 10 days from the end of such 10-day period to effect such cure (or any shorter period of time that remains between the date Seller provides written notice of such violation or breach and the Outside Date); or (e) By Buyer, if Buyer is not terminate pursuant then in material breach of any provision of this Agreement, if satisfaction of any of the conditions in Article VII on or prior to the Outside Date is or becomes impossible (other than through failure of Buyer to comply with its obligations under this Section 12.1(d) until Agreement); provided, however, that if, at the end of such time as 10-day period, Seller is proceeding in good faith to cure such breach, Seller shall have had a reasonable opportunity an additional 10 days from the end of such 10- day period to Cure effect such cure (or any Title Defect shorter period of time that remains between the date Buyer provides written notice of such violation or Remediate any Environmental Defectbreach and the Outside Date).

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the Closing: (a) by mutual written consent of the PartiesBuyer and Seller; (b) by either Seller on the Closing Date if the conditions set forth in Article IX have not been satisfied or waived by Seller; (c) by Buyer on the Closing Date if the conditions set forth in Article X have not been satisfied or waived by Buyer; (d) by Seller, by notice to Buyer on or after March 31, 2017, if the Closing shall not have occurred on or before October 31, 2013; provided, however, that (i) no Party shall have the right to terminate this Agreement pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreementsoccurred; (ce) by either Buyer or Seller if the aggregate value of Assets destroyed as the result of any casualty loss or condemnation occurring before Closing, or the aggregate value of Assets for which a preferential right or rights is or are exercised prior to Closing exceeds or exceed twenty percent (20%) of the Unadjusted Purchase Price; (f) by Buyer or Seller if any Governmental Authority shall have issued an order, judgment or decree or taken any other action challenging, delaying, restraining, enjoining, prohibiting or invalidating the consummation of any of the transactions contemplated hereinby this Agreement; or (dg) If the sum of by Seller or Buyer if (i) the Aggregate aggregate amount of the Purchase Price Adjustments agreed by the Parties or otherwise finally determined pursuant to this Agreement with respect to Title Defect Value (which shall include any unresolved disputed Values attributable to all uncured Title Defects and any unCured (net of the aggregate amount of the Purchase Price Adjustments for all Title Defects, whether or not Seller has elected to attempt to Cure)Benefits) determined in accordance with Article IV, plus (ii) the Aggregate aggregate amount of the Purchase Price Adjustments agreed to by the Parties or otherwise finally determined pursuant to this Agreement with respect to Environmental Defect Value (which shall include any unresolved disputed Values attributable to all uncured Environmental Defects and any unRemediated Environmental Defectsdetermined in accordance with Article V, whether or not Seller has elected to attempt to Remediate), plus exceeds twenty percent (iii20%) the aggregate costs to repair or restore any portion of the Assets subject to a Casualty Loss (or condemnation or eminent domain, the Allocated Value of such Assets) and any other Damages related thereto, exceeds 15% of the unadjusted Unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice to the other parties hereto; provided, however, that Buyer may not terminate pursuant if a Dispute regarding the existence or value of any of the foregoing is subject to this Section 12.1(d) until such time as resolution in accordance with Article XVIII, Seller shall have had a reasonable opportunity the right and option to Cure postpone the Closing Date until each such Dispute is resolved; provided, however, that no Party shall have the right to terminate this Agreement pursuant to clause (b), (c), (d) or (f) above if that Party is at the time in material breach of any Title Defect or Remediate any Environmental Defectprovision of this Agreement.

Right of Termination. This Agreement and the transactions contemplated hereby may be completely terminated at any time at or prior to the ClosingClosing as follows: (a) by mutual written consent of By Buyer, in its sole and absolute discretion, at any time during the PartiesDue Diligence Period for any reason or for no reason whatsoever; (b) by either By written agreement of Seller or and Buyer; (c) By Buyer if if, as of the Closing shall or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have not have occurred on been met, or before October 31as specifically provided for in Sections 7.5, 201311.2(a)(i), 12.16, and 12.17; provided, however, that (inothing contained in this Section 11.1(c) no Party shall have the right to terminate this Agreement limit Seller’s rights pursuant to this clause (b) if such Party is at such time in material breach of its representations and warranties set forth in this Agreement or negligently or willfully failed to perform or observe its covenants and agreements herein in any material respect and (ii) such date shall be postponed to the extent necessary to resolve all disputes being arbitrated pursuant to Section 8.8 under this Agreement or under any of the Cinco Purchase Agreements11.2 below; (cd) by either By Seller if, as of Closing or such earlier date as specified in this Agreement, all conditions in ARTICLE VII have been met but the conditions in ARTICLE VIII have not been met and Buyer defaults on its obligation to close this transaction; provided, however, that nothing contained in this Section 11.1(d) shall limit Seller’s rights pursuant to 11.2 below; or (e) By Seller or Buyer if any Governmental Authority a court of competent jurisdiction or other governmental agency shall have issued an order, judgment decree, or decree ruling or taken any other action challenging(which order, delayingdecree, restrainingor ruling the parties hereto shall use their diligent efforts to lift), in each case permanently retraining, enjoining, or otherwise prohibiting the transactions contemplated by this Agreement, or invalidating otherwise determining that the consummation of such transactions would be unlawful, and such order, decree or ruling shall have become final and nonappealable. In the event this Agreement is terminated pursuant to this Section 11.1 or pursuant to any other express provision of this Agreement for any reason other than a default by the transactions contemplated herein; or (d) If the sum of Seller or Buyer hereunder, then (i) this Agreement shall be of no further force or effect as of the Aggregate Title Defect Value (which shall include any unresolved disputed Title Defects and any unCured Title Defectsdate of delivery of such written notice of termination, whether or not Seller has elected to attempt to Cure), plus (ii) the Aggregate Environmental Defect Value (which Buyer and Seller shall include any unresolved disputed Environmental Defects equally share the cancellation charges, if any, of Escrow Agent and any unRemediated Environmental DefectsTitle Insurer, whether or not Seller has elected to attempt to Remediate), plus (iii) the aggregate costs Buyer and Seller shall equally share responsibility for all Transaction Costs incurred through termination, and shall reimburse each other to repair the extent the out-of pocket payments of either Buyer or restore any portion Seller exceed fifty percent (50%) of the Assets subject total Transaction Costs incurred through termination (iv) no party shall have any further rights or obligations hereunder other than pursuant to a Casualty Loss any provision hereof which expressly survives the termination of this Agreement, and (or condemnation or eminent domain, the Allocated Value of such Assetsv) and any other Damages related thereto, exceeds 15% of the unadjusted Purchase Price, then either Seller or Buyer may terminate this Agreement upon written notice all Escrowed Funds shall be released to the other parties hereto; provided, however, that Buyer may not terminate pursuant party entitled to this the same in accordance with Section 12.1(d) until such time as Seller shall have had a reasonable opportunity to Cure any Title Defect or Remediate any Environmental Defect2.4 hereof.