Common use of Termination and Abandonment Clause in Contracts

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval whether before or after the Company Stockholder Approval has been obtained: (a) by the mutual written consent of the Company and adoption Parent; (b) by either the Company or Parent: (i) if (A) the Effective Time shall not have occurred on or before June 9, 2025 (the “End Date”); provided, however, that if (x) the Effective Time has not occurred by such date by reason of nonsatisfaction of the conditions set forth in Section 7.1(c) or Section 7.1(d) or due to an agreement with a Governmental Entity and (y) all other conditions in Article VII have theretofore been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or (to the extent permitted by Law) waived, the End Date shall be December 9, 2025; provided, however, that if (1) the Effective Time has not occurred by such date by reason of nonsatisfaction of the conditions set forth in Section 7.1(c) or Section 7.1(d) or due to an agreement with a Governmental Entity and (2) all other conditions in Article VII have theretofore been satisfied (other than those conditions that by their terms are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or (to the extent permitted by Law) waived, the End Date shall be June 9, 2026 and (B) the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not have breached its obligations under this Agreement in any manner that shall have been the primary cause of the failure to consummate the Mergers on or before such date; (ii) if any court of competent jurisdiction or any other Governmental Entity of competent jurisdiction shall have issued or entered an Order or any Law permanently enjoining or otherwise prohibiting the consummation of the Mergers and such Order or Law shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used such efforts as required by Section 6.10 to prevent, oppose and remove such injunction; or (iii) if the Company Meeting (including any adjournments or postponements thereof) shall have concluded and the transactions contemplated hereby Company Stockholder Approval shall not have been obtained; (c) by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority if Parent shall have issued an order, decree, ruling breached or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) or failure of the Closing to occur and (B) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured (1) within 20 fifteen (15) days after following the giving Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or Merger Subfailure) or (2) within any shorter period of time that remains between the date the Company delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that the Company is not then in material breach of any representation, as applicablewarranty, exceptagreement or covenant contained in this Agreement; or (ii) in accordance with Section 6.5(d)(II), in at any casetime prior to the receipt of the Company Stockholder Approval, if (A) the Company Board has authorized the Company to enter into a Company Alternative Acquisition Agreement with respect to a Company Superior Proposal, (B) prior to or concurrently with such failures which are not reasonably likely termination, the Company shall have paid (or cause to affect adversely Parent's or Merger Sub's ability be paid) the Company Termination Fee to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than Parent pursuant to Section 8.1(a8.3(b) and (C) concurrently with the termination of this Agreement, the Company enters into a Company Alternative Acquisition Agreement with respect to the Company Superior Proposal referred to in clause (A); and (d) by Parent: (i) at any time prior to the receipt of the Company Stockholder Approval, in the event of a Company Change of Recommendation; or (ii) if the Company shall give have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) or failure of the Closing to occur and (B) cannot be cured by the End Date or, if curable, is not cured (1) within fifteen (15) days following Parent’s delivery of written notice to the Company of such termination breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date Parent delivers the notice described in the foregoing subclause (1) and the day prior to the other partyEnd Date; provided that Parent is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By by mutual written consent duly authorized by action of the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (b) By Parent or by either the Company or Parent if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting has expired without the acceptance for payment ofof Shares thereunder, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer shall not have occurred on or prior to the close of business on December 31, 2000; unless, in any case, each such event has been caused by the breach of this Agreement by the party seeking such termination; (c) by the Company if, prior to purchase of Shares in the Offer, (i) the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of Directors of the Offer, this Agreement or the Merger Company believes in order to approve good faith is a Superior Proposal; provided, however, that the Company has complied with Section 5.5 and all amounts payable under Section 5.5 hereof shall have been paid prior to such termination under this clause termination; or (ii) the representations and warranties of Parent contained in this Agreement shall not be effective until true and correct (except to the Company has made payment to Parent extent that the aggregate of all breaches thereof would not have a Material Adverse Effect on Parent) at the date hereof and as of the Termination Fee consummation of the Offer with the same effect as if made at and as of the consummation of the Offer (except to the extent such representations specifically relate to an earlier date, in which case such representations shall be true and correct as hereinafter defined) required of such earlier date, and in any event, subject to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to the foregoing Material Adverse Effect qualification), or Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached failed to perform in any all material respect any of their respective representations, warranties, respects its covenants or other agreements and obligations contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 ten business days after the giving of written notice to Parent Parent; (d) by Parent, if, prior to the purchase of Shares in the Offer, the Board of Directors of the Company shall have withdrawn, modified or amended in a manner adverse to Acquisition its approval or recommendation of the Merger Subor approved, as applicablerecommended or endorsed any proposal for, exceptor authorized the Company to enter into, an Alternative Transaction; or (e) by the Company on or following August 20, 2000 and prior to the purchase of Shares in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer if (i) the waiting period with respect to the purchase of Shares in the Offer under the HSR Act or similar statutes or regulations of foreign jurisdictions shall not have expired or been terminated, (ii) the MergerBoard of Directors of the Company shall determine in good faith, after consultation with counsel, that it believes that there is a substantial likelihood that the conditions set forth in clause (i) will not be satisfied by December 31, 2000, and (iii) the Company has provided Parent with at least two weeks' notice prior to termination. The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) 7.1 shall give notice of such termination to the other partyparty in accordance with Section 8.5.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated by this Agreement may be abandoned abandoned: (a) at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (ai) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (bii) By by Parent or the Company if (ithe Closing shall not have occurred on or before February 26, 2007; provided, further, that the right to terminate this Agreement under this Section 7.1(a)(ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the Minimum Condition has not been satisfied during a ten (10) business day extension cause of, or resulted in, the failure of the Offer following Closing to occur on or before such date; (iii) by Parent or the Initial Expiration DateCompany, but all other conditions have been satisfied if any Legal Requirement makes consummation of the Merger illegal or (ii) otherwise permanently prohibited or any court of competent jurisdiction in the United States or other governmental authority Governmental Entity shall have issued an order, decree, ruling or taken any other action restraining, a Governmental Order permanently enjoining or otherwise permanently prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger transactions contemplated under this Agreement and such order, decree, ruling or other action Governmental Order shall have become final and nonappealable; or; (civ) By Parentby Parent or the Company, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above there shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the a material breach by Parent or Merger Sub the other of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach would result in the failure to perform is satisfy one or more of the conditions set forth in Sections 6.2(a) or (b) (in the case of a breach by the Company) or Sections 6.3(a) or (b) (in the case of a breach by Parent or Merger Sub), and such breach shall be incapable of being cured or has or, if capable of being cured, shall not have been cured within 20 thirty (30) days after the giving of written notice thereof shall have been received by the party alleged to be in breach; provided, at the time of the delivery of such written notice, the party delivering such written notice shall not be in material breach of its obligations under this Agreement; (v) by Parent, if the Company Board or any committee thereof (A) shall have effected a Recommendation Withdrawal, (B) fails to publicly reconfirm the Company Recommendation within ten (10) Business Days of being requested in writing to do so by Parent or Merger Sub(C) resolves or otherwise determines to take, as applicableor announces an intention to take, exceptany of the foregoing; and (vi) by the Company, prior to the obtaining of the Company Stockholder Approval, if permitted by, and in compliance with, Section 5.2(c). (b) at any casetime after the Company Stockholder Meeting and any adjournments thereof, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer by either Parent or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) Company if at the Company Stockholder Meeting or any adjournment thereof the Company Stockholder Approval shall give notice of such termination to the other partynot have been obtained.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and whether before or after adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (ai) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Company; (ii) by either the Company, on the one hand, or Parent and Merger Sub's Election Date; or , on the other hand: (bA) By Parent or if the Company if (i) the Minimum Condition Merger has not been satisfied during a ten consummated before March 31, 2004, provided that the right to terminate this Agreement pursuant to this clause (10ii)(A) business day extension will not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Effective Time has been the cause of or resulted in the failure of the Offer following Merger to be consummated before such date, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the Initial Expiration Datepart of the other party (or by Merger Sub, but all other conditions have been satisfied or if the party seeking to terminate this Agreement is the Company) contained in this Agreement and such breach is incapable of being cured, (iiC) if any court of competent jurisdiction in the United States or other competent governmental authority shall will have issued an order, decree, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall will have become final and nonappealable, or (D) if the required adoption of this Agreement by the stockholders of the Company has not been duly obtained, provided that the terminating party has complied with its obligations under Section 3.1 or 3.2 (as the case may be); (iii) by Parent or the Company if the Company Board has withdrawn or modified in any manner adverse to Parent its recommendation to the Company stockholders referred to in Section 4.15 provided, in the case of the Company, that the Company has complied with the provisions of Section 3.5; or (civ) By Parent, by the Company upon a determination by the independent directors serving on the Company Board if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub the Parent Market Value shall be less than the Floor Value and the Company shall have notified Parent no later than 5:00 p.m. (ANew York City time) failed on the second trading day preceding the Closing Date of its election to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in terminate this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until and the Closing shall proceed as scheduled if Parent notifies the Company has made payment no later than 5:00 p.m. (New York City time) on the last trading day preceding the Closing Date of its election (which election Parent may make, or decline to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, exceptmake, in any case, such failures which are not reasonably likely its sole and absolute discretion) to affect adversely Parent's or Merger Sub's ability to complete increase the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination Exchange Ratio to the other partyfraction (rounded, if necessary, to the nearest one thousandth) equal to $1.90 divided by the Parent Market Value.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to before the Effective TimeTime of the Merger, notwithstanding any requisite approval and adoption of this Agreement by the shareholders of the Company or Newco: 10.1.1 by the mutual written consent of VSI, Newco and the Company; or 10.1.2 by VSI or the Company, if (w) the shareholders of the Company fail to approve the Merger at the Special Meeting, (x) the shareholders of Scherer fail to give the Scherer Shareholder Approval at a meetinx xx Scherer's sharexxxxxxx convened to vote upon the Scherer Shareholxxx Approval, (y) the Board of Directors of xxx Xxxpany shall fail to recommend or shall withdraw or condition its recommendation that the shareholders of the Company approve this Agreement and the Merger or shall have resolved to do so or (z) the Board of Directors of Scherer shall fail to recommend or shall withdraw or conditixx xxx recommendation that the shareholders of Scherer give the Scherer Shareholder Approval or shall have resolxxx xx do so; xx 10.1.3 by VSI if there has been a misrepresentation or breach on the part of the Company in any of the representations or warranties of the Company set forth herein that are, by their terms, qualified as to materiality, or if there has been a material misrepresentation or breach on the part of the Company in any of the representations or warranties of the Company set forth herein that are not so qualified, or if there has been any material failure on the part of the Company to comply with its obligations hereunder, or if the Company's Special Treatment Sales (as defined in Section 2.24.1 hereof) for the period from December 29, 1996 through the date seven days prior to the Closing (the "Pre-Closing Date") are less than eighty percent (80%) of the Company's Special Treatment Sales during the period from the first day of the Company's fiscal quarter commencing in December 1995 through the date one year prior to the Pre-Closing Date, or if there has been a misrepresentation or breach on the part of Scherer or Robert Scherer (collectively, the "Scherer Parties") ix any xx xxx xxxxxxxntations or warrantiex xx xxy of the Scherer Parties set forth in the Inducement Agreements that xxx, xx their terms, qualified as to materiality, or if there has been a material misrepresentation or breach on the part of any of the Scherer Parties in any of the representations or warranties xx xxx Scherer Parties set forth in the Inducement Agreements that xxx xxx so qualified, or if there has been any material failure on the part of any of the Scherer Parties to comply with such entity's or such person'x xxxxxations under the Inducement Agreements, or if any of the conditions to VSI's obligation to consummate the Merger set forth in Article VII or to VSI's obligation to consummate the transactions contemplated hereby by the stockholders Inducement Agreements has not been satisfied as of the Company: (a) By mutual written consent duly authorized Closing Date, or by the Boards Company if there has been a misrepresentation or breach on the part of Directors VSI or Newco in any of Parentthe representations or warranties of VSI or Newco set forth herein that are, by their terms, qualified as to materiality, or if there has been a material misrepresentation or breach on the part of VSI in any of the representations or warranties of VSI set forth herein that are not so qualified, or if there has been any material failure on the part of VSI or Newco to comply with their respective obligations hereunder, or if any of the conditions to the Company's obligation to consummate the Merger Sub and set forth in Article VIII hereof has not been satisfied as of the Company prior to Merger Sub's Election Closing Date; or (b) By Parent or 10.1.4 by either the Company or VSI, at its discretion, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such orderis not effective by July 31, decree1997, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance except that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date party whose breach of this Agreement or (B) terminated has caused a delay in the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval consummation of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring entitled to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party10.1.4.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding whether before or after Company Stockholder Approval: (a) by mutual written consent of the Company, Parent and Acquisition; (b) by Parent or the Company, if any requisite approval court of competent jurisdiction or other Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order, or refused to grant any required consent or approval, that has the effect of making the consummation of the transactions contemplated by this Agreement illegal or that otherwise prohibits consummation of such transactions; (c) by Parent or the Company, if the Effective Time shall not have occurred on or before 5:00 p.m., Eastern Standard Time, on April 30, 2005 (the "Termination Date"); provided, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to fulfill or breach of any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; (d) by Parent, if (i) any of the representations and adoption warranties of the Company contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.2(a) would not be satisfied, or (ii) the Company shall have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 6.2(b) would not be satisfied (in either case, other than as a result of a material breach by Parent or Acquisition of any of their respective obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such twenty-day period extend beyond the second day preceding the Termination Date); (e) by the Company, if (i) any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) Parent or Acquisition shall have breached or failed to comply with any of their respective obligations under this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied (in either case, other than as a result of a material breach by the Company of any of its obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such twenty-day period extend beyond the second day preceding the Termination Date); (f) by Parent, if (i) an Adverse Recommendation Change shall have occurred, (ii) the Board of Directors of the Company shall have failed to recommend to the Company's stockholders that they approve this Agreement, the Merger and the other transactions contemplated hereby at the Special Meeting, (iii) a tender or exchange offer that would constitute a Company Acquisition Proposal is commenced on or after the date of this Agreement and the transactions contemplated hereby Board of Directors of the Company or any committee thereof fails to recommend against or in favor of acceptance of such tender or exchange offer by the stockholders of the Company (including by means of taking no position with respect to the acceptance of such tender or exchange offer by the stockholders of the Company: ) within ten business days from the commencement thereof or (aiv) By mutual written consent duly authorized by if the Boards Board of Directors of Parentthe Company or any committee thereof resolves to take any of the foregoing actions; (g) by the Company, Merger Sub at any time prior to obtaining the Company Stockholder Approval, upon the Board of Directors of the Company (acting through the Special Committee but only if such committee still exists) resolving to enter into, subject to the terms of this Agreement, including Section 5.3, a definitive agreement containing a Company Acquisition Proposal by a third party; provided, that (i) the Board of Directors of the Company (acting through the Special Committee but only if such committee still exists) shall not so resolve unless (A) the Company shall have complied with its obligations under Section 5.2, (B) the Board of Directors of the Company shall have determined in good faith (after consultation with its independent financial advisors and outside counsel) that such Company Acquisition Proposal constitutes a Superior Proposal and the failure to take such action is inconsistent with the fiduciary duties of the Board of Directors of the Company prior to Merger Sub's Election Datethe stockholders of the Company under applicable Law, and (C) the Company shall have fully negotiated the final terms of such Company Acquisition Proposal; (ii) immediately following the Board of Directors of the Company (acting through the Special Committee) so resolving, the Company shall have so notified Parent and provided to Parent in writing the identity of the Person making, and the final terms and conditions of, such Company Acquisition Proposal; and (iii) the Company shall have the right to enter into such a definitive agreement (a "Permitted Alternative Agreement") so long as (A) the effectiveness of such agreement is conditioned upon the Company complying with its obligations under Section 5.3, (B) the effectiveness of such agreement is conditioned upon the termination of this Agreement pursuant to this Section 7.1(g) and (C) immediately following the execution of such agreement, such agreement and all related agreements, exhibits, schedules and other documents are delivered to Parent; or (bh) By by Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By ParentCompany, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of Special Meeting is held and the Company fails to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until obtain the Company has made payment to Parent of Stockholder Approval at the Termination Fee Special Meeting (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect reconvened meeting after any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Mergeradjournment thereof). The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give written notice of such termination to the other partyparties.

Termination and Abandonment. This 9.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing Date: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub STC and the Company prior to Merger Sub's Election Date; orVBL; (b) By Parent by STC, on the one hand, or VBL, on the Company other hand, as the case may be, if the Closing shall not have occurred on or before June 30, 2002 so long as the party terminating this Agreement pursuant to this Article 9.1 has not made any material misrepresentation or materially breached a covenant, agreement or warranty contained herein; (c) by VBL, on the one hand, or STC, on the other hand, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension transactions contemplated hereby shall violate any non-appealable final order, decree or judgment of the Offer following the Initial Expiration Date, but all other conditions have been satisfied any court or governmental entity or regulatory body having competent jurisdiction or (ii) any court of competent jurisdiction in there shall be a statute, rule or regulation which makes the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining transactions contemplated hereby illegal or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreementprohibited; or (d) By by STC, on the Companyone hand, upon approval of and VBL on the Boardother hand, if (i) Merger Sub shall have (A) failed to commence in the Offer within 10 days following event the date of this Agreement other makes a material misrepresentation or (B) terminated the Offer without having accepted any Shares for payment thereunderbreaches a covenant, unless such failure to pay for Shares shall have been caused by agreement or resulted from the failure of the Company to satisfy the conditions warranty set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure but such non-misrepresenting or non-breaching party's election to perform terminate shall not limit, waive or prejudice such party's remedies at law or in equity. In the event this Agreement is incapable terminated as provided in Article 9.1(a), (b) or (c), this Agreement shall become void and of being cured no further force and effect and no party hereto shall have any further liability to any other party hereto, except that Articles 4.15, 5.2, 5.3, 5.6 and 5.8 shall survive and continue in full force and effect notwithstanding termination. 9.2 This Agreement may be amended by action taken by the parties hereto by an instrument in writing. 9.3 At any time prior to the Closing Date, STC and VBL may (i) extend the time for the performance of any of the obligations or has not been cured within 20 days after other acts of the giving of written notice to Parent other; (ii) waive any inaccuracies in the representations and warranties contained herein or Merger Sub, as applicable, except, in any casedocument, certificate or writing delivered pursuant hereto or thereto; and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of any party to any such failures which are not reasonably likely to affect adversely Parent's extension or Merger Sub's ability to complete the Offer waiver shall be valid only if set forth in an instrument in writing signed by or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice on behalf of such termination to the other party.

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective TimeDate, notwithstanding whether before or after any requisite approval and adoption of this Agreement and the transactions contemplated hereby matters presented in connection with the Merger by the stockholders shareholders of the Company: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By Parent or by either the Company or Parent if (i) the Minimum Condition has Effective Date shall not been satisfied during a ten have occurred on or before March 31, 2011 (10) business day extension of the Offer following the Initial Expiration “End Date”), but all other conditions have been satisfied or and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any court of competent jurisdiction material respect its obligations under this Agreement in the United States or other governmental authority any manner that shall have issued proximately caused the failure to consummate the Merger on or before such date; (c) by either the Company or Parent if an order, decree, ruling or taken any other action injunction shall have been entered permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action injunction shall have become final and nonappealable; ornon-appealable, provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable efforts to remove such injunction; (cd) By Parentby either the Company or Parent if the Company Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Shareholder Approval contemplated by this Agreement shall not have been obtained or by Parent if the Company Meeting shall not have concluded prior to the close of business on the day prior to the End Date; (e) by the Company, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub Parent shall have (A) breached or failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform is incapable (i) would result in a failure of being a condition set forth in Section 6.1 or 6.2 and (ii) cannot be cured or has not been cured within 20 by the End Date, provided that the Company shall have given Parent written notice, delivered at least thirty (30) days after prior to such termination, stating the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring Company’s intention to terminate this Agreement pursuant to this Section 8.1 7.1(e) and the basis for such termination; (f) by the Company, prior to the Company Shareholder Approval, if the Board of Directors of the Company determines to accept and/or enter into an agreement for a Superior Proposal; provided, however, that the Company shall have complied with the provisions of Section 5.3; (g) by Parent, if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other than agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or 6.3 and (ii) cannot be cured by the End Date, provided that Parent shall have given the Company written notice, delivered at least thirty (30) days prior to such termination, stating Parent’s intention to terminate this Agreement pursuant to this Section 8.1(a)7.1(g) shall give notice of and the basis for such termination termination; (h) by Parent, prior to the other partyCompany Shareholder Approval, if the Board of Directors of the Company has failed to make the Recommendation in the Proxy Statement or has made a Change of Recommendation; and (i) by Parent if holders of five percent (5%) or more of the Shares have exercised dissenters’ rights in accordance with Section 302A.471 et seq. of the MBCA.

Termination and Abandonment. This 7.1 Anything contained in this Agreement to the contrary notwithstanding, the Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing Date: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub PURCHASER and the Company prior to Merger Sub's Election Date; orSELLERS; (b) By Parent or either party, if any condition set forth in Article VI relating to the Company if (i) the Minimum Condition other party has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have met or has not been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; orwaived; (c) By ParentPURCHASER, if due any suit, action or other proceeding shall be pending or threatened by the federal or a state government before any court or governmental agency, in which it is sought to an occurrence restrain, prohibit or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence otherwise affect the Offer within 10 days following consummation of the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; ortransactions contemplated hereby; (d) By any party, if there is discovered any material error, misstatement or omission in the Companyrepresentations and warranties of another party; (e) By any party if the Closing Date is not by March 10, upon approval 1999. 7.2 Any of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date terms or conditions of this Agreement or (B) terminated may be waived at any time by the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior party which is entitled to the purchase benefit thereof, by action taken by its Board of Shares pursuant to the OfferDirectors or Manager, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposalprovided; provided, however, that such termination action shall be taken only if, in the judgment of the Board of Directors or Manager taking the action, such waiver will not have a material adverse effect on the benefits intended under this clause (ii) Agreement to the party waiving such term or condition. 7.3 If SELLERS and JNS shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) each have performed and has deposited complied with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any all of their respective representations, warranties, covenants or other agreements contained in this Agreementand obligations hereunder and if PURCHASER does not complete the transaction contemplated herein, which failure to perform is incapable of being cured or and, if PURCHASER has not been cured within 20 days after elected to cancel the giving contract under Article 6.10, then PURCHASER shall pay SELLERS $10,000 as a break-up fee which shall be paid and accepted in full and complete satisfaction of written notice to Parent any and all liabilities, claims, obligations or Merger Sub, as applicable, except, demands between the parties relating in any case, such failures which are not reasonably likely way to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to and the other partytransaction contemplated hereby.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and whether before or after adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (ai) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub TCI and the Company prior to Merger Sub's Election Date; orCompany; (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) by either the Company, on the one hand, or TCI and Merger Sub, on the other hand: (A) if the Merger shall not have been consummated before January 31, 1999, provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement required to be performed by it at or prior to the Effective Time has been the cause of or resulted in the failure of the Merger to be consummated before such date, (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of the other party (or by Merger Sub, if the party seeking to terminate this Agreement is the Company) contained in this Agreement and such breach is incapable of being cured, (C) if any court of competent jurisdiction in the United States or other competent governmental authority shall have issued an order, decree, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable, or (D) if the required adoption of this Agreement by the stockholders of the Company shall not have been duly obtained, provided that the terminating party has complied with its obligations under Section 3.1 or 3.2 (as the case may be); or (ciii) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have by TCI (A) failed to commence if the Offer within 10 days following product of .58 and the date of this Agreement LMG Market Price on the Closing Date shall be less than $22.00, or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a any manner adverse to Merger Sub or Parent TCI its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment stockholders referred to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to in Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.4.10;

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned before the Effective Time of the Merger, notwithstanding any approval and adoption of this Agreement by the shareholders of the Company or Newco: (a) by the mutual consent of the Board of Directors of Purchaser and the Company; or (b) by Purchaser or the Company, if the shareholders of the Company fail to approve the Merger at the Shareholders Meeting; or (c) subject to the Company's right to cure pursuant to Section 7.2, by Purchaser if there has been a material misrepresentation or material breach on the part of the Company in the representations, warranties or covenants of the Company set forth herein, or if there has been any material failure on the part of the Company to comply with its obligations hereunder; or by the Company if there has been a material misrepresentation or material breach on the part of Purchaser or Newco in the representations, warranties or covenants of Purchaser Newco set forth herein, or if there has been any material failure on the part of Purchaser or Newco to comply with their obligations hereunder; or (d) by Purchaser in the event that the Company's Board of Directors withdraws its unanimous recommendation that shareholders approve this Agreement and the Merger; or (e) by the Company giving written notice to Purchaser at any time prior to the Effective Time, notwithstanding any requisite approval Shareholder Meeting if the Company has entered into a definitive agreement in connection with a Superior Proposal as permitted by Section 3.4 and adoption of this Agreement and the transactions contemplated hereby by the stockholders makes simultaneous payment to Purchaser of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior fee referred to Merger Sub's Election Datein Section 9.3(b); or (bf) By Parent by the Company or the Company Purchaser if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such orderis not effective by June 30, decree2000, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance except that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date party whose breach of this Agreement or (B) terminated has caused a delay in the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval consummation of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring entitled to terminate this Agreement pursuant to this Section 8.1 9.1(f); or (other than g) by the Company if the Purchaser fails to deliver to the Company a signed commitment letter addressed to the Purchaser from a qualified financial institution on or before January 31, 2000 which provides for debt financing of $115,000,000. The commitment letter shall be in customary form and reflecting financial terms consistent with the letter of December 3, 1999 referenced in Section 4.5. In the event of termination of this Agreement pursuant to this Section 8.1(a9.1(g)) , none of the parties shall give notice have any liability to any of such termination to the other partyparties pursuant to this Agreement or otherwise.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub WWE and the Company prior to Merger Sub's Election Date; orXXX; (b) By Parent by either WWE or the Company EDR if (i) the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before January 2, 2024 (10) business day extension provided that if, as of the Offer following the Initial Expiration Datesuch date, but all other conditions set forth in Section 7.1, Section 7.2, and Section 7.3 shall have been satisfied or waived (other than those conditions that are to be satisfied by action taken at the Closing, each of which is capable of being satisfied) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) (but only to the extent the applicable Legal Restraint relates to Antitrust Laws), then such date shall automatically be extended by three (3) months on up to two (2) occasions (as may be so extended, the “End Date”)) and (ii) any court of competent jurisdiction the Party seeking to terminate this Agreement pursuant to this Section 9.1(b) shall not have breached (and, in the United States case of EDR, EDR OpCo and HoldCo shall also not have breached, and in the case of WWE, New PubCo and Xxxxxx Sub shall also not have breached) in any material respect its obligations under this Agreement in any manner that shall have principally caused the failure to consummate the Merger on or other governmental authority before such date; (c) by either WWE or EDR if (i) any Governmental Body having jurisdiction over EDR or WWE shall have issued an ordera Legal Restraint, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action Legal Restraint shall have become final and nonappealable; or nonappealable and (cii) By Parent, if due the Party seeking to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of terminate this Agreement pursuant to this Section 9.1(c) shall not have breached or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub failed to perform in any material respect any material covenant or agreement of either of them contained in its obligations under this Agreement in any manner that shall have principally caused the imposition of such Legal Restraint or the material breach by Parent failure of such Legal Restraint to be resolved or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orlifted; (d) By by WWE, if EDR, EDR OpCo or HoldCo shall have breached in any material respect any representation, warranty, covenant, or agreement in this Agreement, in each case, which breach (i) would result in a failure of a condition set forth in Section 7.2(a), or Section 7.2(b) and (ii) cannot be cured by the CompanyEnd Date or, upon approval if curable, is not cured within thirty (30) business days following WWE’s delivery of written notice to EDR stating WWE’s intention to terminate this Agreement pursuant to this Section 9.1(d) and the Boardbasis for such termination; provided that WWE is not then in material breach of any representation, warranty, agreement, or covenant in this Agreement that would result in a failure of a condition set forth in Section 7.3(a), or Section 7.3(b); (e) by WWE, if (i) Merger Sub the HoldCo Audited Financial Statements have not been delivered to WWE on or before July 1, 2023 or (ii) upon delivery to WWE of the HoldCo Audited Financial Statements, the condition set forth in Section 7.2(f)(ii) is not satisfied; provided, the right of WWE to terminate this Agreement under Section 9.1(e)(i) shall have (Aimmediately expire upon the delivery of the HoldCo Audited Financial Statements; provided, further, the right of WWE to terminate this Agreement under Section 9.1(e)(ii) failed to commence shall expire at 5:00 p.m. on the Offer within 10 days 20th business day following the date of this Agreement or (B) terminated on which the Offer without having accepted any Shares for payment thereunder, unless such failure HoldCo Audited Financial Statements were delivered to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs WWE. (f) or (g) of Annex Aby EDR, (ii) prior to the purchase of Shares pursuant to the Offerif WWE, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent New PubCo or Merger Sub shall have breached in any material respect any of their respective representationsrepresentation, warrantieswarranty, covenants covenant, or other agreements contained agreement in this Agreement, in each case, which breach (i) would result in a failure to perform of a condition set forth in Section 7.3(a), or Section 7.3(b) and (ii) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured within 20 with thirty (30) business days after the giving following EDR’s delivery of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring WWE stating EDR’s intention to terminate this Agreement pursuant to this Section 8.1 9.1(e) and the basis for such termination; provided that EDR, EDR OpCo or HoldCo is not then in material breach of any representation, warranty, agreement, or covenant in this Agreement that would result in a failure of a condition set forth in Section 7.2(a), or Section 7.2(b); (other than pursuant g) by EDR, if the WWE Board shall have effected an Adverse Recommendation Change; and (h) by EDR if the WWE Written Consent shall not have been delivered to Section 8.1(a)WWE by the time that is twelve (12) shall give notice of such termination to the other partyhours after signing this Agreement.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of Parent and the Company: (a) By by mutual written consent duly authorized approved by the Boards of Directors of Parent, Merger Sub Holdings, and the Company prior to Merger Sub's Election Date; orCompany; (b) By Parent by Holdings or the Company if (i) the Minimum Condition has conditions set forth in Sections 5.01 or 5.02 shall not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied complied with, waived or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger performed and such ordernoncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated), decreeby Parent and Acquisition on or before March 31, ruling or other action shall have become final and nonappealable1997; or (c) By Parentby Holdings or the Company, if due Parent's Board of Directors fails to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date recommend approval of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by Merger to Parent's stockholders or resulted from the failure recommends against approval of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach Merger to Parent's stockholders; or (d) by Parent or Merger Sub Acquisition, if the conditions set forth in Sections 5.01 or 5.03 shall not have been complied with, waived or performed and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated), by Holdings and the Company on or before March 31, 1997; or (e) by Parent, if the representations and warranties made by Holdings and/or the Company in Sections 3.01 and 3.02 hereof (as qualified by the schedules hereto and the Holdings/Company Disclosure Letter), shall, as of the Effective Date of this Agreement, have been incorrect, untrue or false in any material representation or warranty respect that failed to correctly state facts in existence on the Effective Date of either this Agreement that constituted a Company Material Adverse Effect on the Effective Date of them contained in this Agreement; or (df) By by Holdings or the Company, upon approval if the representations and warranties made by Parent and/or Acquisition in Sections 3.03 and 3.04 hereof (as qualified by the schedules hereto and the Parent Disclosure Letter), shall, as of the BoardEffective Date of this Agreement, if (i) Merger Sub shall have (A) been incorrect, untrue or false in any respect that failed to commence correctly state facts in existence on the Offer within 10 days following the date Effective Date of this Agreement or (B) terminated that constituted a Parent Material Adverse Effect on the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure Effective Date of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub NAPW and the Company prior to Merger Sub's Election Date; orPDN; (b) By Parent by either PDN or NAPW if the Company if Merger shall not have been consummated by December 31, 2014 (ithe “Outside Closing Date Termination Right”); provided, however, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party hereto whose action or failure to act has been a principal cause of the Minimum Condition failure of the Merger to occur on or before such date and such action or failure to act constitutes a breach of this Agreement, provided, further, that, in the event that the SEC has not been satisfied during cleared the Information Statement by November 30, 2014, then either PDN or NAPW shall be entitled to extend the date for termination of this Agreement pursuant to this Section 8.1(b) for an additional sixty (60) days; (c) by either NAPW or PDN if an injunction, order, decree or ruling of a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court Governmental Entity of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action been entered permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action injunction shall have become final and nonappealable; or non-­appealable (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal“Transaction Prohibition Termination Right”); provided, however, that such termination the right to terminate this Agreement under this clause (iiSection 8.1(c) shall not be effective until the Company available to any party whose material breach of a representation, warranty, covenant or agreement in this Agreement has made payment to Parent been a principal cause of the Termination Fee entry of such final and non-appealable injunction, order, decree or ruling; (as hereinafter definedd) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub by NAPW, if PDN shall have breached in any material respect or failed to perform any of their respective its representations, warranties, covenants or other agreements set forth in this Agreement or any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, failure to perform or untruth (i) would give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(b) (assuming, in the case of any untruth, that such subsequent date was the Closing Date) and (ii) is not capable of being cured prior to the Closing or, if capable of being cured, shall not have been cured by PDN by the 30th calendar day following receipt of written notice of such breach or failure to perform from NAPW (the “PDN Breach Termination Right”); provided, however, that NAPW shall not be entitled to terminate this Agreement under this Section 8.1(d) if NAPW is then in breach of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition to Closing set forth in Section 7.3(a) or Section 7.3(b) (assuming, in the case of any untruth, that such subsequent date was the date of termination); (e) by PDN if Aegis Capital Corp. fails to deliver to the PDN Board of Directors an opinion that the Merger Consideration to be paid by PDN pursuant to this Agreement is fair from a financial point of view to the stockholders of PDN, in form and substance reasonably acceptable to the PDN Board of Directors; or (f) by PDN, if NAPW shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, failure to perform or untruth (i) would give rise to the failure of a condition set forth in Section 7.3(a) or Section 7.3(b) (assuming, in the case of any untruth, that such subsequent date was the Closing Date) and (ii) is incapable not capable of being cured or has prior to the Closing or, if capable of being cured, shall not have been cured within 20 days after by NAPW by the giving 30th calendar day following receipt of written notice of such breach or failure to Parent or Merger Subperform from PDN (the “NAPW Breach Termination Right”); provided, as applicablehowever, except, in any case, such failures which are that PDN shall not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring be entitled to terminate this Agreement pursuant to under this Section 8.1 (other than pursuant to Section 8.1(a)8.1(f) shall if PDN is then in breach of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give notice of such termination rise to the other partyfailure of a condition to Closing set forth in Section 7.2(a) or Section 7.2(b) (assuming, in the case of any untruth, that such subsequent date was the date of termination).

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By by mutual written consent duly authorized by action of the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (b) By by either Parent or the Company Company, if (i) the Minimum Condition has Offer shall not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied consummated on or prior to the close of business on October 31, 1997; (ii) the conditions to its obligations under Section 7.01 or Section 7.02, as the case may be, shall not have been complied with or performed in any court of competent jurisdiction in material respect and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by the United States other party on or other governmental authority before December 31, 1997; or (iii) the Merger shall not have issued an order, decree, ruling been effected on or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant prior to the Offer or close of business on December 31, 1997; unless, in any case, such event has been caused by the Merger and breach of this Agreement by the party seeking such order, decree, ruling or other action shall have become final and nonappealable; ortermination; (c) By by Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following is terminated or expires without the date purchase of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have termination or expiration has been caused by or resulted from the failure of Parent or Merger Sub Acquisition to perform in any material respect any material covenant or agreement of either of them contained in its obligations under this Agreement and the Offer; (d) by the Company if, prior to the earlier of (i) the acceptance for payment of Shares by Acquisition under the Offer and (ii) stockholder approval of this Agreement and the Merger, the Company shall enter into a definitive written agreement with respect to an Alternative Transaction with a Third Party, or a Third Party has commenced a tender offer which, in either case, the material breach Board of Directors of the Company believes in good faith is more favorable to the Company's stockholders than the transactions contemplated by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; provided, that all amounts payable under Section 6.05 hereof shall have been paid prior to such termination (except for any amounts due in respect of expenses for which documentation shall not have been provided prior to such termination, which amounts shall be paid as promptly as practicable after delivery to the Company of required documentation thereof); or (de) By the Company, upon approval of the Boardby Parent, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date Board of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure Directors of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn withdrawn, modified or modified amended in a manner adverse to Merger Sub or Parent and Acquisition its approval or recommendation of the Offer, this Agreement or Offer and the Merger in order or approved, recommended or endorsed any proposal for, or authorized the Company to approve a Superior Proposal; providedenter into, howeveran Alternative Transaction, that such termination under this clause or (ii) shall not be effective until the Cxxxx & Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in withdrawn its opinion at any material respect any time prior to the earlier of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable (A) acceptance for payment of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete Shares by Acquisition under the Offer or and (B) the MergerEffective Time. The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) 8.01 shall give notice of such termination to the other partyparty in accordance with Section 9.05.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and whether before or after adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyLMI and/or UGC: (a) By by mutual written consent duly of LMI and UGC authorized by the their respective Boards of Directors (with the approval of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orSpecial Committee in the case of UGC); (b) By Parent by LMI if UGC has not filed the UGC 10-K with the SEC by May 15, 2005 (the “Filing Termination Date”). LMI may terminate this Agreement within five business days after the Filing Termination Date; provided, that LMI may extend the Filing Termination Date to June 15, 2005, if it determines not to terminate this Agreement during the five business day period following the initial Filing Termination Date; (c) by either UGC (with the approval of the Special Committee) or LMI if either of the Company if (i) the Minimum Condition Mergers has not been satisfied during a ten consummated before September 30, 2005 (10the “Drop Dead Date”); provided, that the right to terminate this Agreement pursuant to this Section 9.1(c) business day extension shall not be available to any party whose action or failure to act has been the cause of or resulted in the failure of either of the Offer following Mergers to occur on or before the Initial Expiration DateDrop Dead Date and such action or failure to act constitutes a breach of this Agreement. (d) by either UGC (with the approval of the Special Committee), but all on the one hand, or LMI, on the other hand: (A) if there has been a breach of any representation, warranty, covenant or agreement on the part of the other party contained in this Agreement such that the conditions have been satisfied set forth in Sections 8.2(a) or (iib) or Section 8.3(a) or (b), as the case may be, shall have become incapable of fulfillment, or (B) if any court of competent jurisdiction in the United States or other competent governmental authority shall will have issued an order, decree, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger Mergers and such order, decree, ruling or other action shall will have become final and nonappealable; (e) by LMI if the UGC Board (with the approval of the Special Committee) has withdrawn or modified in any manner adverse to LMI its recommendation to the UGC stockholders referred to in Section 5.2(b); or (cf) By Parent, if due to an occurrence either LMI or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have UGC (A) failed to commence with the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, Special Committee) if (ix) Merger Sub shall have (A) failed to commence the Offer within 10 days following UGC Stockholder Approval and the date of this Agreement Minority Approval or (By) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or LMI Stockholder Approval has not been cured within 20 days after obtained at the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer UGC Special Meeting or the Merger. The party desiring to terminate this Agreement pursuant to this LMI Special Meeting as contemplated by Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party8.1.

Termination and Abandonment. This Agreement may be terminated 11.1 In addition to, and not in limitation of, the termination rights set forth in the Merger Agreement, Parent and/or Merger Sub shall have the following rights to terminate and abandon the other Transactions may be abandoned at any time prior to the Effective TimeMerger Agreement, notwithstanding any requisite approval and adoption of as amended by this Agreement and the transactions contemplated hereby by the stockholders of the CompanyFourth Amendment: (ai) By mutual written consent duly authorized by if due to an occurrence or circumstance that would result in a failure to satisfy any Conditions to the Boards of Directors of ParentOffer, Parent and/or Merger Sub and the Company prior shall have (x) failed to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of commence the Offer following on or before September 17, 1997, (y) terminated the Initial Expiration Date, but all other conditions have been satisfied Offer without having accepted any shares of Company Common Stock for payment thereunder or (iiz) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance failed to pay for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or upon, expiration of the Merger and Offer, unless such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any pay for such Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in the Merger Agreement, as amended by this Agreement Fourth Amendment, or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreementherein or therein; or (dii) By if the Company, upon approval Company shall have filed an application to terminate registration of the BoardShares under Section 12 of the Exchange Act, if and such application shall have been denied by the Securities and Exchange Commission. 11.2 Sections 12.1(b)(i) and 12.1(c)(i) of the Merger Agreement shall be deleted in their entirety and replaced by the following: (i) neither the Consummation of the Offer nor consummation of the Merger Sub shall have (Aoccurred on or before December 31, 1997." 11.3 Section 12.3(a)(ii) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy Merger Agreement shall be deleted in its entirety and replaced by the conditions set forth in paragraphs (f) following: at any time on or (g) of Annex A, (ii) prior to the purchase expiration of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation two years following termination of the OfferMerger Agreement, as amended by this Agreement Fourth Amendment, a definitive agreement is entered into for the acquisition of all or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent substantially all of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited Company's equity or assets with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or person other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to than Parent or Merger Sub, or any of their respective affiliates at a price per share in excess of the Offer Consideration as applicablereduced by the Tax Contingency (or, exceptif then paid, the amount thereof paid); or 11.4 The word "or" shall be added to the end of Section 12.3(a)(iii) of the Merger Agreement and a new Section 12.3(a)(iv) shall be added which shall read in any caseits entirety as follows: "if the Company shall have failed to comply with the terms and obligations of Section 2.3 of this Fourth Amendment," 11.5 The last phrase of Section 12.3(a) shall be deleted in its entirety and replaced by the following: "then the Company shall pay Merger Sub, such failures which are not reasonably likely to affect adversely Parent's or upon Merger Sub's ability request, the amount of Parent's and Merger Sub's reasonable documented out-of-pocket expenses actually incurred by them in connection with the proposed acquisition of the Company including fees and expenses of legal counsel, investment bankers and accountants plus a fee of $500,000." 11.6 Section 12.3(b) of the Merger Agreement shall be deleted in its entirety and replaced by the following: "The Company acknowledges that the agreements contained in this Section 12.3 are an integral part of the transactions contemplated by the Merger Agreement, as amended by this Fourth Amendment and that, without these agreements, Merger Sub would not enter into this Fourth Amendment. Accordingly, if the Company fails to complete the Offer or the Merger. The party desiring to terminate this Agreement pay any amounts pursuant to this Section 8.1 12.3, and, in order to obtain such payment, legal action is commenced which results in a judgment against the Company therefor, the Company will pay the plaintiff's reasonable costs (other than including reasonable attorneys' fees) in connection with such suit, together with interest computed on any amounts determined pursuant to this Section 8.1(a)12.3 (computed from the date or dates incurred) shall give notice at the prime rate of such interest announced from time to time by Citibank, N.A. The Company's obligations pursuant to this Section 12.3 will survive any termination to of the other partyMerger Agreement, as amended by this Fourth Amendment."

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite prior approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of Company's shareholders, by the Companyfollowing parties under the following circumstances: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and Parent or the Company prior to Merger Sub's Election Dateby their mutual consent; or (b) By by Parent or the Company, if the Effective Time shall not have occurred on or before January 31, 2000 (provided that the right to terminate this Agreement under this clause shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause or resulted in the failure to consummate the Merger by such date); or (c) by Parent, if there has been a material breach by the Company if (i) of any covenant, agreement, representation or warranty contained in this Agreement which has rendered the Minimum Condition satisfaction of any condition to the obligations of Parent and Acquisition Sub impossible and such breach has not been satisfied during waived by Parent or cured in all material respects within 10 days; or (d) by the Company, if there has been a ten (10) business day extension material breach by Parent or Acquisition Sub of any covenant, agreement, representation or warranty contained in this Agreement which has rendered the satisfaction of any condition to the obligations of the Offer following Company impossible and such breach has not been waived by the Initial Expiration DateCompany or cured in all material respects within 10 days; or (e) by Parent or the Company, but all other conditions have been satisfied if there shall be any applicable domestic law, rule or (ii) regulation that makes consummation of the Merger illegal or otherwise prohibited or if any 24 25 judgment, injunction order or decree of a court of competent jurisdiction in shall restrain or prohibit the United States or other governmental authority shall have issued an orderconsummation of the Merger, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such orderjudgment, decreeinjunction, ruling order or other action decree shall have become final and nonappealable; or (cf) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or the Company, if the Plan of Merger Sub of any material representation or warranty of either of them contained in this Agreementfails to receive the requisite vote for approval and adoption at the Shareholders' Meeting; or (dg) By by the Company, upon approval if the Company proposes to enter into an agreement providing for a Superior Take-over Proposal which satisfies all of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure terms of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposaldefinition thereof; provided, howeverthat, that any such termination under this clause (ii) shall not be effective until unless (i) the Company has made payment to provided Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete (the Offer or the Merger. The party desiring "Termination Intention Notice") that it intends to terminate this Agreement pursuant to this Section 8.1 5.3(g), which notice shall also identify the Superior Take-over Proposal then determined to be more favorable and the parties thereof and include, at the Company's option, either a copy of the acquisition agreement or other similar agreement for such Superior Take-over Proposal in substantially the form to be entered into or a summary thereof, (other than ii) at least two (2) full business days after the Company has delivered the Termination Intention Notice, the Company delivers to Parent and Acquisition Sub a written notice (the "Termination Notice") of termination of this Agreement pursuant to this Section 8.1(a5.3(g), and (iii) upon delivery of Termination Notice, the Company pays the Termination Fee as provided in Section 5.4 through delivery to Parent of a check or wire transfer of immediately available funds to such account as is designated by Parent; or (h) by Parent, if (i) the Board of Directors of the Company shall give notice have withdrawn or modified, in a manner adverse to Parent or Acquisition Sub, the approval or recommendation by the Board of such termination Directors of this Agreement, (ii) if the Board of Directors of the Company shall have approved another Take-over Proposal, or (iii) the Company shall have materially breached any provision of Section 4.1; or (i) by the Company or Parent, if The Robixxxx-Xxxxxxxx Xxxpany, LLC shall have withdrawn its Fairness Opinion or modified its Fairness Opinion in a manner adverse to Parent or Acquisition Sub, including with respect to the adequacy of the Merger Consideration; or (j) by Parent, if there shall have occurred and continue to be in existence (i) any general suspension of trading in, or limitation on prices for, securities on the New York Stock Exchange, the American Stock Exchange or in the Nasdaq National Market System, (ii) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory), (iii) any limitation by any United States governmental authority or agency that has a material adverse effect generally on the extension of credit by banks or other partyfinancial institutions, (iv) commencement of a war or armed hostilities or other national or international crises directly or indirectly involving the United States which war, hostility or crisis is reasonably likely to have a Company Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations hereunder or to consummate the Merger or to materially and adversely affect Parent's ability to obtain the financing referred to Sections 5.1(g), or (v) in the case of any of the events described in (i) through (iv) above existing as of the date hereof, a material acceleration or worsening thereof.

Termination and Abandonment. Any Party desiring to terminate this Agreement pursuant to this Section 7.1 shall give notice to the other party in accordance with Section 8.5. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the Company: (a) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (b) By by either Parent or the Company Company, if (i) prior to the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration DateEffective Time, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Authority shall have issued an order, decree, decree or ruling or taken any other action action, in each case permanently restraining, enjoining or otherwise prohibiting all or any material part of the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger transactions contemplated hereby and such order, decree, ruling or other action shall have become final and nonappealablenon-appealable; oror (ii) the Merger shall not have been completed by December 15, 1999, and such failure to consummate the Merger is not the result of a breach of this Agreement by the party seeking termination; (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if if: (i) Merger Sub the Company Board shall have resolved to enter into a letter of intent, agreement in principle or similar agreement, whether or not legally binding, or into any definitive written agreement with respect to an Alternative Transaction (Aincluding a Superior Proposal) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, with a Third Party; (ii) prior if the Company Board receives a written proposal with respect to an Alternative Transaction (including a Superior Proposal) and takes a neutral position or makes no recommendation with respect to such proposal after a reasonable amount of time (and in no event more than ten Business Days following such receipt) has elapsed for the purchase of Shares pursuant Company Board to review and make a recommendation with respect to such proposal; (iii) the Offer, the Company Board shall have withdrawn withdrawn, or modified or amended in a manner adverse to Merger Sub Parent or Parent Newco, its approval or recommendation of the OfferMerger, this Agreement or the Merger in order to approve approved, recommended or endorsed any proposal for an Alternative Transaction (including a Superior Proposal); provided, however, that such termination under this clause or (iiiv) the required approval of the shareholders of the Company shall not be effective until the Company has made payment to Parent have been obtained by reason of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable obtain the required vote at a duly held meeting of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in shareholders (including any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(aadjournment thereof)) shall give notice of such termination to the other party.;

Termination and Abandonment. This In the event of termination of this Agreement may be terminated and abandonment of the Merger pursuant to this Article VI, no Party hereto (or any of its directors or officers) shall have any liability or further obligation to any other Party to this Agreement, except as provided in the Confidentiality Agreement and this Section 6.5. In the other Transactions may event of termination of this Agreement pursuant to Sections 6.1(d) or (e), or by the Parent pursuant to Section 6.2(a), (b) or (c) (except Section 6.2(b) with respect to a breach of a representation or warranty deemed to be abandoned made at any time prior to the Effective TimeTime (as opposed to upon execution of this Agreement) if such breach was caused by factors outside of the Company's control), notwithstanding any requisite approval then the Company shall, within five (5) business days thereafter, pay the Parent by wire transfer of immediately available funds to an account specified by the Parent up to $1.5 million for all documented out of pocket reasonable fees and adoption expenses incurred by the Parent (including the reasonable fees and expenses of counsel, accountants, consultants and advisors) in connection with this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parentsubject to such $1.5 million limit, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By "Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior ProposalDocumented Expenses"); provided, however, that such termination under this clause (ii) the Company shall not be effective until obligated to pay any Parent Documented Expenses if the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub the Acquisition Subsidiary shall have breached failed to comply in any material respect with any of their respective representations, warranties, the covenants or other agreements contained in this Agreement, which failure to perform is incapable Agreement such that the closing condition set forth in Section 5.3(b) would not be satisfied or there exists a breach or breaches of being cured any representation or has not been cured within 20 days after warranty of the giving of written notice to Parent or Merger Sub, as applicable, except, the Acquisition Subsidiary contained in this Agreement in any case, material respect such failures which are that the closing condition set forth in Section 5.3(a) would not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete be satisfied. In the Offer or the Merger. The party desiring to terminate event of termination of this Agreement pursuant to Section 6.1(e) , the Company shall, within five (5) business days thereafter, pay the Parent by wire transfer of immediately available funds to an account specified by the Parent a fee equal to $1.5 million (the "Termination Fee"). To the extent that the Termination Fee has not already become payable and been paid and the Company has become obligated to pay the Parent Documented Expenses under (b), above, and, if after the date hereof and prior to any termination pursuant to Sections 6.1(c) (if and only if the action arose out of or relates to an Acquisition Transaction, as defined in Section 4.8(a) above), or (d) or Section 6.2(a), (b) or (c), any person shall have made or discussed with the Company a proposal concerning an Acquisition Transaction and prior to or within twelve (12) months after the termination of this Section 8.1 Agreement the Company or any of its Subsidiaries, or any Company Affiliate enters into a definitive agreement with a third party with respect to an Acquisition Transaction or an Acquisition Transaction is effected, then the Company, prior to entering into any such definitive agreement or any such Acquisition Transaction being effected, shall, within five (other than 5) business days thereafter, pay the Parent by wire transfer of immediately available funds to an account specified by the Parent the Termination Fee. In the event of a termination of this Agreement by the Parent pursuant to Section 8.1(a6.2(d), the Parent shall, within five (5) business days thereafter, (i) pay the Company by wire transfer of immediately available funds to an account specified by the Company up to $1.5 million for all documented out of pocket reasonable fees and expenses incurred by the Company (including the reasonable fees and expenses of counsel, accountants, consultants and advisors) in connection with this Agreement and the transactions contemplated hereby (subject to such $1.5 million limit, "Company Documented Expenses"); provided, however, that the Parent shall give notice not be obligated to pay any Company Documented Expenses if the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement such termination that the closing condition set forth in Section 5.2(b) would not be satisfied or there exists a breach or breaches of any representation or warranty of the Company contained in this Agreement in any material respect such that the closing condition set forth in Section 5.2(a) would not be satisfied; and (ii) purchase $750,000 of Company Shares at a price (payable by wire transfer in immediately available funds to an account specified by the Company) equal to the other partyarithmetic average (rounded to the nearest five decimal places) of the closing price per Company Share as reported on the American Stock Exchange for the ten (10) consecutive trading days beginning five (5) days prior to the date of termination of this Agreement. Parent shall not be required to satisfy this Section 6.5(e)(ii) if the Company fails to obtain a ruling of the Commercial Court of Nantere prior to the date which is three business days before the Special Meeting requiring SARL Mansoft or any affiliate thereof to pay to the Company at least $1,160,250 pursuant to Mansoft's outstanding accounts receivable to the Company in the amount of $1,547,000. In the event of a termination of this Agreement by the Company pursuant to Section 6.3(a) or (b) (except Section 6.3(b) with respect to a breach of a representation or warranty deemed to be made at the Effective Time (as opposed to upon execution of this Agreement) if such breach was caused by factors outside the Parent's control) then the Parent shall, within five (5) business days thereafter, pay the Company by wire transfer of immediately available funds to an account specified by the Company up to $1.5 million for all documented fees and expenses incurred by the Company (including the reasonable fees and expenses of counsel, accountants, consultants and advisors) in connection with this Agreement and the transactions contemplated hereby (subject to such $1.5 million limit, "Company Documented Expenses"); provided, however, that the Parent shall not be obligated to pay any Company Documented Expenses if the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement such that the closing condition set forth in Section 5.2(b) would not be satisfied or there exists a breach or breaches of any representation or warranty of the Parent or the Acquisition Subsidiary contained in this Agreement in any material respect such that the closing condition set forth in Section 5.2(a) would not be satisfied.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the CompanyCBI or by Ireland in its capacity as sole stockholder of Sub: (a) By by the mutual written consent duly authorized by of the Boards of Directors of Parent, Merger Sub Ireland and the Company prior to Merger Sub's Election Date; orCBI; (b) By Parent by Ireland or by CBI at any time after January 31, 2008 (or such later date as shall have been agreed to in writing by them, acting through their respective Boards of Directors) if the Company if (i) the Minimum Condition Merger for any reason has not by such date become effective; provided, however, that this provision shall not be available to any party whose willful failure to fulfill any obligation under this Agreement has been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment cause of, or payment forresulted in, shares the failure of Company Common Stock pursuant the Effective Time to occur on or before such date; (c) by either Ireland or CBI if a permanent injunction or other order by any federal or state court would make illegal or otherwise restrain or prohibit the Offer or consummation of the Merger shall have been issued and such order, decree, ruling or other action shall have become final and nonappealable; or (cd) By Parentby Ireland if there has been a material breach of any representation, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex Awarranty, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or on the material part of CBI and such breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 10 business days after the giving of written notice from Ireland to Parent CBI (provided, that Ireland is not in material breach of the terms of this Agreement; and provided further, that no cure period shall be required for a breach which by its nature cannot be cured); (e) by CBI if there has been a material breach of any representation, warranty, covenant or Merger Subagreement contained in this Agreement on the part of Ireland or Sub and such breach has not been cured within 10 business days after written notice from CBI to Ireland or Sub (provided, as applicablethat CBI is not in material breach of the terms of this Agreement; and provided further, exceptthat no cure period shall be required for a breach which by its nature cannot be cured); (f) by Ireland or CBI, in if the required approval of the shareholders of CBI contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote taken at the CBI Special Meeting or at any caseadjournment thereof to the extent determined to be necessary subsequent to the date hereof notwithstanding CBI’s reasonable best efforts to ensure that such vote was obtained; (g) by CBI or Ireland, such failures which are not reasonably likely if the CBI Board of Directors, pursuant to affect adversely Parent's the exercise of its fiduciary obligations to the CBI shareholders under the NRS, shall have (i) accepted or Merger Sub's ability approved, or recommended to complete the Offer shareholders of CBI a Superior Proposal, (ii) amended, withheld or withdrawn its recommendation of the Merger. The party desiring , or (iii) otherwise determined that it was necessary in the best interests of CBI and its shareholders to terminate this Agreement Agreement; provided, that termination by CBI pursuant to this paragraph shall result in the payment of the $1,000,000 break-up fee described under Section 8.1 6.2 above; or (h) by Ireland, in its discretion, for any reason other than the reasons set forth elsewhere in this Section 12.1; provided, that termination by Ireland pursuant to this paragraph shall result in the payment of the $1,000,000 break-up fee described under Section 8.1(a)) 6.2 above. The power of termination provided for by this Section 12 may be exercised for Ireland or CBI only by their respective Boards of Directors and will be effective only after written notice thereof, signed on behalf of the party for which it is given by its Chief Executive Officer or other duly authorized officer, shall give notice of such termination have been given to the other partyand all fees and expenses required to be paid under Section 6.2, if any, shall have been paid. If this Agreement is terminated in accordance with this Section 12.1, the Merger will be deemed abandoned without further action by Ireland, Sub or CBI.

Termination and Abandonment. This Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions contemplated herein may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after stockholder approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Companythereof: (a) By the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of notice to the Boardother, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days at any time after 18 months following the date of this Agreement Signing Date (the “Outside Date”) if the Closing shall not have occurred on or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior ProposalOutside Date; provided, however, that such termination the right to terminate this Agreement under this clause (iiSection 11.1(b) shall not be effective until available to any Party whose failure to comply in any material respect with any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date, provided, further, however, that the right to terminate this Agreement under this Section 11.1(b) shall not be available to Parent if the condition to Parent’s obligations to effect the Merger under Section 9.3(b) has not been satisfied for any reason; (c) by Parent, by written notice to the Company, if the Company has made payment or the Named Stockholders shall have breached any of their representations, warranties, covenants, obligations or agreements set forth in this Agreement, which breach would result in the failure of a condition set forth in Section 9.3; provided that if such breach is curable by the Company through the exercise of its commercially reasonable efforts prior to the Outside Date after receiving written notice of such breach, then Parent of may not terminate this Agreement under this Section 11.1(c) prior to the Termination Fee Outside Date; (as hereinafter definedd) required by the Company, by written notice to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent, if Parent or Merger Sub shall have breached in any material respect any of their respective its representations, warranties, covenants covenants, obligations or other agreements contained set forth in this Agreement, which breach would result in the failure to perform of a condition set forth in Section 9.2, provided that if such breach is incapable of being cured or has not been cured within 20 days after the giving of written notice to curable by Parent or Merger SubSub through the exercise of its commercially reasonable efforts prior to the Outside Date, then the Company may not terminate this Agreement under this Section 11.1(d) prior to the Outside Date. (e) by Parent or the Company, upon notice to the other, if the conditions to the respective obligations of the Parties pursuant to Sections 9.3(b) and 9.3(c) and Sections 9.2(b) and 9.2(c), as applicable, exceptto effect the Merger cannot be satisfied because, notwithstanding the compliance with Section 8.6 by Parent and its Affiliates, a Governmental Authority has issued a nonappealable final order, decree or ruling or taken any other action, in any caseeach case having the effect of permanently restraining, such failures which are not reasonably likely to affect adversely Parent's enjoining or Merger Sub's ability to complete the Offer or otherwise permantently prohibiting the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 . (other than pursuant to Section 8.1(a)f) shall give by Parent upon notice of such termination to the other partyCompany in the event that the Company Stockholder Representative fails to deliver to the Parent, the Company Stockholder Approvals within five (5) days after the Signing Date.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Companywhether before or after Company Stockholder Approval: (a) By by mutual written consent duly authorized by of the Boards of Directors of ParentCompany, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orAcquisition; (b) By by Parent or the Company Company, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Entity shall have issued an order, decree, ruling Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment ofMerger, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling Order or other action shall have become final and nonappealable; ornon-appealable; (c) By Parentby Parent or the Company, if due the Effective Time shall not have occurred on or before 5:00 p.m., Eastern Standard Time, on December 1, 2010 (the “Termination Date”); provided, that the right to an occurrence or circumstance that results in a terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to satisfy fulfill or whose breach of any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of obligation under this Agreement or (B) terminated has been the Offer without having accepted any Shares for payment thereundercause of, unless any such failure listed above shall have been caused by or resulted from in, the failure of Parent the Effective Time to occur on or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orbefore such date; (d) By the Company, upon approval of the Boardby Parent, if (i) Merger Sub shall have (A) failed to commence any of the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure representations and warranties of the Company contained in this Agreement shall fail to satisfy be true and correct such that the conditions condition set forth in paragraphs Section 6.2(a) would not be satisfied, or (ii) the Company shall have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 6.2(b) would not be satisfied (in either case, other than as a result of a breach by Parent or Acquisition of any of their respective obligations under this Agreement such that the conditions in Section 6.3(a) or Section 6.3(b) would not be satisfied) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such twenty day period extend beyond the second day preceding the Termination Date); provided, that the right to terminate this Agreement under this Section 7.1(d) shall not be available to Parent if at the time of such termination Parent is in material breach of any of its representations, warranties or obligations hereunder; (e) by the Company, if (i) any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) Parent or Acquisition shall have breached or failed to comply with any of their respective obligations under this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied (in either case, other than as a result of a breach by the Company of any of its obligations under this Agreement such that the conditions in Section 6.2(a) or Section 6.2(b) would not be satisfied) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such twenty day period extend beyond the second day preceding the Termination Date); provided, that the right to terminate this Agreement under this Section 7.1(e) shall not be available to the Company if at the time of such termination the Company is in material breach of any of its representations, warranties or obligations hereunder; (f) by Parent, if (i) the Board of Directors or (g) of Annex Aany committee thereof shall have made an Adverse Recommendation Change, (ii) prior the Board of Directors of the Company or the Special Committee shall have failed to recommend to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, Company’s stockholders that they approve this Agreement or and the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until at the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) Special Meeting or (iii) Parent if the Board of Directors of the Company or Merger Sub shall have breached in any material respect committee thereof resolves to take any of their respective representationsthe foregoing actions; (g) by the Company, warrantiesat any time prior to obtaining the Company Stockholder Approval, covenants upon the Board of Directors of the Company or other agreements contained in the Special Committee resolving to enter into, subject to the terms of this Agreement, which failure to perform is incapable including Section 5.3, a definitive agreement with a third party in respect of being cured or has not been cured within 20 days after a Company Acquisition Proposal (a “Permitted Alternative Agreement”); provided, that the giving Board of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete Directors of the Offer Company or the Merger. The party desiring Special Committee shall not be permitted to enter into such definitive agreement and terminate this Agreement pursuant to this Section 8.1 7.1(g) unless and until (other than i) the Company shall have complied with its obligations under Section 5.2, (ii) the Board of Directors of the Company or the Special Committee shall have determined in good faith (after consultation with its independent financial advisors and outside counsel) that such Company Acquisition Proposal constitutes a Superior Proposal and such action is necessary for the Board of Directors of the Company or the Special Committee to comply with its fiduciary duties to the stockholders of the Company under applicable Law, (iii) immediately following the Board of Directors of the Company or the Special Committee so resolving, the Company shall have so notified Parent in writing of the Company’s intention to enter into such Permitted Alternative Agreement and terminate this Agreement pursuant to this Section 8.1(a7.1(g) and provided to Parent the identity of the Person making, and the most current version of such agreement and all related agreements, exhibits, schedules and other documents relating to, such Company Acquisition Proposal, (iv) during the Three Business Day Negotiation Period (it being understood and agreed that any amendment or modification to the terms of such Superior Proposal shall require a new notice of Superior Proposal and a new Three Business Day Negotiation Period), (A) the Company shall have offered to negotiate with (and, if accepted, negotiated with), and shall have instructed the Company Representatives to offer to negotiate with (and if accepted, negotiated with), Parent to attempt to make such adjustments in the terms and conditions of this Agreement as will enable the Company to proceed with this Agreement and (B) the Board of Directors of the Company or the Special Committee shall have taken into account any revised proposal made by Parent to the Company during the Three Business Day Negotiation Period and again shall have determined in good faith after consultation with its outside legal and financial advisors that the Superior Proposal from the third party giving rise to the Company’s notice (as the same may be modified or amended) remains a Superior Proposal and (v) such termination is made within three (3) Business Days following the Three Business Day Negotiation Period, if any. No termination pursuant to this Section 7.1(g) shall be effective unless the Company shall simultaneously make the payment required by Section 5.3(b) together with delivery of a written acknowledgment from each other party to the Permitted Alternative Agreement that it is aware of the amounts due Parent under Section 5.3(b) and that such party waives any right it may have to contest any such amounts payable under Section 5.3(b); (h) by Parent or the Company, if the Special Meeting is held and the Company fails to obtain Company Stockholder Approval at the Special Meeting (or any reconvened meeting after any adjournment thereof); or (i) by Parent on and after the 120th day after the date hereof (the “Accounting End Date”), if the Company has not delivered to Parent prior to the Accounting End Date (x) the Company’s restated audited financial statements for each of the fiscal years ended December 31, 2005-2009 (the “Restated Audited Financial Statements”), together with the unqualified opinion of the applicable independent auditor for each of such Restated Audited Financial Statements, which financial statements shall comply with the Exchange Act for inclusion in the Proxy Statement or (y) the SEC shall have agreed and acknowledged in writing that the Company’s existing audited financial statements for each of the fiscal years ended December 31, 2005-2009 do not require restatement; provided, that if Parent does not exercise its termination right under this Section 7.1(i) within five (5) Business Days after the Accounting End Date, this Section 7.1(i) shall automatically terminate on the 6th Business Day after the Accounting End Date. Any party desiring to terminate this Agreement shall give written notice of such termination to the other partyparties.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the CompanyCompany or Parent: (a) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (b) By by either Parent or Company upon written notice to the Company other party if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court Governmental Entity of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraininga final nonappealable order denying, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to any of the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; ortransactions contemplated by this Agreement; (c) By Parent, by either Parent or Company if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, the Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall not have been caused by consummated on or resulted from before September 30, 2001 unless the failure of Parent or the Merger Sub to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe in any material respect any material covenant or agreement the covenants and agreements of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orsuch party set forth herein; (d) By by either Company or Parent if the Companyrequisite vote of the shareholders of Company required for the consummation of the Merger shall not have been obtained at the Company Shareholders Meeting held pursuant to Section 4.04(a); (e) by either Parent or Company if the requisite vote of the shareholders of Parent required for the consummation of the Merger shall not have been obtained at the Parent Shareholders Meeting held pursuant to Section 4.04(a); -41- 47 (f) by Parent, upon approval of the Boardwritten notice to Company, if (i) Merger Sub Company's Board of Directors shall have (A) failed to commence the Offer within 10 days following the date of this Agreement withdraw, modify or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent change its approval or recommendation of the Offer, this Agreement or the Merger in order a manner adverse to approve a Superior Proposal; providedParent or shall have resolved to do so, however, that such termination under this clause (ii) Company shall not be effective until have materially breached its obligations under this Agreement by reason of a failure to call the Company has made payment Shareholders Meeting in accordance with Section 4.04(a) or a failure to Parent prepare and mail to its shareholders the Joint Proxy Statement/Prospectus in accordance with Section 4.04, (iii) Company's Board of Directors shall have approved or recommended any Superior Proposal, or (iv) Company's Board of Directors shall redeem or amend the Termination Fee Rights Agreement without Parent's written consent for any reason other than (as hereinafter definedA) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) 4.14 hereof or (iiiB) Parent or Merger Sub shall have breached in any material respect any following termination of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)6.01(h) shall give notice of such termination to the other party.below;

Termination and Abandonment. (a) This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time on or prior to the Effective TimeClosing Date as follows: (i) by Buyer, notwithstanding upon the occurrence of a material breach of one or more representations, warranties, covenants or obligations of Seller that has not been waived by Buyer; provided that any requisite approval and adoption representation or warranty that by its terms is qualified by a materiality standard or material adverse effect qualification shall not be further qualified by the above reference to "material"; provided, further that, if such breach of any representation, warranty, covenant or obligation is capable of being cured by Seller, Seller shall have the opportunity to cure such breach for a period of 30 days from the date of written notice of such breach; (ii) by Seller, upon the occurrence of a material breach of one or more representations, warranties, covenants or obligations of Buyer that has not been waived by Seller; provided that any representation or warranty that by its terms is qualified by a materiality standard or material adverse effect qualification shall not be further qualified by the above reference to "material"; provided, further that, if such breach of a representation, warranty, covenant or obligation (other than any covenant to or obligation to pay money pursuant to this Agreement) is capable of being cured by Buyer, Buyer shall have the opportunity to cure such breach for a period of 30 days from the date of notice of such breach; (iii) by mutual written consent of the parties hereto; (iv) by either Seller or Buyer, if the Closing has not occurred on or before September 12, 2003 (the "Outside Date"); provided, however, that this right to terminate this Agreement shall not be available to a party hereto whose breach of this Agreement and has been the transactions contemplated hereby by cause of, or resulted in, the stockholders failure of the Company:closing to occur on or before such date; (av) By mutual written consent duly authorized by the Boards of Directors of Parenteither Buyer or Seller, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Authority shall have issued an order, decree, or ruling or taken any other action action, in each case permanently restraining, enjoining enjoining, or otherwise prohibiting the acceptance for payment oftransactions contemplated by this Agreement, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling ruling, or other action shall have become final and nonappealablea Final Order; orand (cvi) By Parentby Seller, if due upon payment of the Break-Up Fee to an occurrence Buyer, contemporaneously with the closing and funding of a transaction with a Successful Bidder (as such term is defined in the Procedure Approval Order) involving all or circumstance any portion of the Transferred Assets that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have is approved by the Bankruptcy Court by entry of the Sale Order. (Ab) failed to commence In the Offer within 10 days following the date event of termination of this Agreement by Seller or (B) terminated Buyer written notice shall promptly be given to the Offer without having accepted any Shares other party and each party shall pay its own expenses incident to the preparation for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date consummation of this Agreement or (B) terminated and the Offer without having accepted any Shares for payment thereundertransactions contemplated hereby. Upon termination of this Agreement pursuant to Section 10.1(a), unless such failure to pay for Shares shall have been caused by or resulted from the failure obligations of the Company to satisfy the conditions parties set forth in paragraphs (f) or (g) herein shall forthwith be of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposalno further force and effect; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a10.1(b) and has deposited with a mutually acceptable escrow agent $2 million Sections 7.2, 10.2, 10.3 and 12.2 through 12.16, and the obligations thereunder and the rights and remedies for reimbursement any breaches of this Agreement occurring prior to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, exceptsuch termination, in any each case, shall survive any such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partytermination.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the CompanyMicrogyn or by Conceptus in its capacity as sole shareholder of Sub: (a) By by the mutual written consent duly authorized by of the Boards of Directors of Parent, Merger Sub Conceptus and the Company prior to Merger Sub's Election Date; orMicrogyn; (b) By Parent by Conceptus or by Microgyn at any time after December 31, 1996 (or such later date as shall have been agreed to in writing by them, acting through their respective Boards of Directors) if the Company if (i) the Minimum Condition Merger for any reason has not by such date become effective; PROVIDED, HOWEVER, that this provision shall not be available to any party whose willful failure to fulfill any obligation under this Agreement has been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment cause of, or payment forresulted in, shares the failure of Company Common Stock pursuant the Effective Time to occur on or before such date; (c) by either Conceptus or Microgyn if a permanent injunction or other order by any federal or state court would make illegal or otherwise restrain or prohibit the Offer or consummation of the Merger shall have been issued and such order, decree, ruling or other action shall have become final and nonappealable; or (cd) By Parentby Conceptus if there has been a material breach of any representation, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex Awarranty, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or on the material part of Microgyn and such breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 five business days after the giving of written notice from Conceptus to Parent Microgyn (PROVIDED, that Conceptus is not in material breach of the terms of this Agreement; and PROVIDED FURTHER, that no cure period shall be required for a breach which by its nature cannot be cured); (e) by Microgyn if there has been a material breach of any representation, warranty, covenant or Merger Subagreement contained in this Agreement on the part of Conceptus or Sub and such breach has not been cured within five business days after written notice from Microgyn to Conceptus or Sub (PROVIDED, as applicablethat Microgyn is not in material breach of the terms of this Agreement; and PROVIDED FURTHER, exceptthat no cure period shall be required for a breach which by its nature cannot be cured); or (f) by Conceptus or Microgyn, in if the required approval of the shareholders of Microgyn contemplated by this Agreement shall not have been obtained by reason of the failure to obtain the required vote upon a vote taken at the Microgyn Special Meeting or at any case, adjournment thereof to the extent determined to be necessary subsequent to the date hereof notwithstanding Microgyn's reasonable best efforts to ensure that such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Mergervote was obtained. The party desiring to terminate this Agreement pursuant to power of termination provided for by this Section 8.1 (13 may be exercised for Conceptus or Microgyn only by their respective Boards of Directors and will be effective only after written notice thereof, signed on behalf of the party for which it is given by its Chief Executive Officer or other than pursuant to Section 8.1(a)) duly authorized officer, shall give notice of such termination have been given to the other partyand all fees and expenses required to be paid under Section 7.2, if any, shall have been paid. If this Agreement is terminated in accordance with this Section 13.1, the Merger will be abandoned without further action by Conceptus, Sub or Microgyn.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated by this Agreement may be abandoned abandoned: (a) at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (ai) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (bii) By by Parent or the Company if (ithe Closing shall not have occurred on or before November 30, 2006; provided, further, that the right to terminate this Agreement under this Section 7.1(a)(ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the Minimum Condition has not been satisfied during a ten (10) business day extension cause of, or resulted in, the failure of the Offer following Closing to occur on or before such date; (iii) by Parent or the Initial Expiration DateCompany, but all other conditions have been satisfied if any Law makes consummation of the Merger illegal or (ii) otherwise permanently prohibited or any court of competent jurisdiction in the United States or other governmental authority Governmental Authority shall have issued an order, decree, ruling or taken any other action restraining, a Governmental Order permanently enjoining or otherwise permanently prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger transactions contemplated under this Agreement and such order, decree, ruling or other action Governmental Order shall have become final and nonappealable; or (c) By Parentnonappealable and, if due prior to an occurrence or circumstance that results in a failure termination pursuant to satisfy any condition set forth in Annex Athis Section 7.1(a)(iii), Merger Sub each of the parties shall have (A) failed used its reasonable best efforts to commence resist, resolve or lift, as applicable, the Offer within 10 days following the date of this Agreement Law or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above Governmental Order and shall have been caused by or resulted from the failure of Parent or Merger Sub to perform complied in any all material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent respects with its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposalobligations under Section 5.4; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring right to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)7.1(a)(iii) shall give notice not be available to any Party whose breach of any provision of this Agreement results in the imposition of any such Order or the failure of such termination Order to be resisted, resolved or lifted, as applicable; (iv) by Parent or the Company, if there shall have been a material breach by the other of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Sections 6.2(a) or (b) (in the case of a breach by the Company) or Sections 6.3(a) or (b) (in the case of a breach by Parent or Merger Sub), and such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured within thirty (30) days after written notice thereof shall have been received by the party alleged to be in breach; provided, at the time of the delivery of such written notice, the party delivering such written notice shall not be in material breach of its obligations under this Agreement; (v) by Parent, if the Company Board (subsequent to the other partyrecommendation of the Special Committee) (A) adversely modifies or qualifies, withholds or withdraws the Company Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Company Recommendation), or makes any filing or release, in connection with the Company Stockholder Meeting or otherwise, inconsistent with the Company Recommendation, (B) approves or recommends or resolves to recommend an Acquisition Proposal, (C) fails to publicly reconfirm the Company Recommendation within five (5) Business Days of being requested in writing to do so by Parent or (D) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing; and (vi) by the Company, prior to the obtaining of the Company Stockholder Approval, if permitted by, and in compliance with, Section 5.2(d). (b) at any time after the Company Stockholder Meeting and any adjournments thereof, by either Parent or the Company if at the Company Stockholder Meeting or any adjournment thereof the Company Stockholder Approval shall not have been obtained.

Termination and Abandonment. This (a) Notwithstanding any other provision contained to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective TimeTime (i) by the mutual consent of WSMP and each of the Sellers; (ii) by the Sellers, notwithstanding if the covenants set forth in this Agreement shall not have been complied with or performed by WSMP and such noncompliance and nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by WSMP on or before the twentieth (20th) day following written notice thereof from the Sellers; provided that the Sellers shall not have defaulted in any requisite approval material respect with respect to any of the obligations hereunder; (iii) by WSMP, if the covenants set forth in this Agreement shall not have been complied with or performed by Sellers, and adoption such noncompliance and nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Sellers on or before the twentieth (20th) day following written notice thereof from WSMP; provided that WSMP shall not have defaulted in any material respect with respect to any of their obligations hereunder; or (iv) by Sellers or by WSMP if, without fault of such terminating party, the Closing shall not have occurred on or before the later of (i) nine (9) months after the date of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (aii) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving expiration of written notice to Parent or Merger Sub, as applicable, except, any cure period then in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete effect. (b) In the Offer or event of termination and abandonment of the Merger. The party desiring to terminate transactions contemplated by this Agreement pursuant to this Section 8.1 (12.10, written notice thereof shall forthwith be given to the other than parties hereto and this Agreement shall terminate and such transactions shall be abandoned without further action. In the event of such termination and abandonment pursuant to Section 8.1(a12.10(a)(i) or 12.10 (a)(iv), no party hereto (or any of their respective directors, officers, or management) shall give notice have any liability or further obligation to any other party to this Agreement. (c) In the event of such termination and abandonment of the transactions contemplated by this Agreement pursuant to Section 12.10(a)(ii) or (a)(iii) above, the terminating party shall be entitled to recover from the other partyparty hereto all damages, losses, costs and expenses (including reasonable attorneys' fees) provided by law.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and whether before or after the transactions contemplated hereby by the stockholders of the CompanyRequired Company Stockholder Vote: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By Parent or by either the Company or Parent if (i) the Minimum Condition Effective Time has not been satisfied during occurred on or before September 24, 2024 (the “End Date”); provided that a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) Party shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring permitted to terminate this Agreement pursuant to this Section 8.1 (7.1(b) if the failure of the Closing to have occurred prior to the End Date is primarily attributable to the failure on the part of such Party to perform in any material respect any covenant or obligation in this Agreement required to be performed by such Party; provided, further, that if on the End Date all of the conditions to Closing, other than the conditions set forth in Section 6.1(b) or Section 6.1(c) (but only to the extent the applicable Legal Restraint relates to Antitrust Laws), shall have been satisfied or shall be capable of being satisfied at such time, the End Date may be extended in Parent’s sole discretion, by written notice to the Company prior to the End Date, up to three (3) times by a period of three (3) months in each case (and in the case of such extension, any reference to the End Date in any other provision of this Agreement shall be a reference to the End Date as so extended); (c) by either the Company or Parent if any Governmental Body having competent jurisdiction over Guarantor, Parent or the Company has issued a Legal Restraint, and such Legal Restraint has become final and nonappealable; provided, that a Party shall not be permitted to terminate this Agreement pursuant to this Section 8.1(a)7.1(c) shall give notice if the imposition of such termination Legal Restraint or the failure of such Legal Restraint to be resolved or lifted is primarily attributable to the other partyfailure on the part of such Party to perform in any material respect any covenant or obligation in this Agreement required to be performed by such Party; (d) by either the Company or Parent if the Company Stockholders’ Meeting (including any adjournment, recess, or postponement thereof) has concluded and the Required Company Stockholder Vote contemplated by this Agreement has not been obtained; provided, that a Party shall not be permitted to terminate this Agreement pursuant to this Section 7.1(d) if the failure to obtain the Required Company Stockholder Vote is primarily attributable to the failure on the part of such Party to perform in any material respect any covenant or obligation in this Agreement required to be performed by such Party; (e) by the Company, if Parent or Merger Sub has breached in any representation, warranty, covenant, or agreement in this Agreement, in each case, which breach (i) would result in a failure of a condition set forth in Section 6.1, Section 6.2(a), or Section 6.2(b) and (ii) cannot be cured by the End Date or, if curable, is not cured within thirty (30) business days following the Company’s delivery of written notice to Parent stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such termination; provided that the Company is not then in breach of any representation, warranty, agreement, or covenant in this Agreement that would result in a failure of a condition set forth in Section 6.1, Section 6.3(a), or Section 6.3(b); (f) by Parent, if the Company has breached (i) Section 5.3 in any material respect, (ii) any representation, warranty, covenant, or agreement in this Agreement, in each case, which breach (A) would result in a failure of a condition set forth in Section 6.1, Section 6.3(a), or Section 6.3(b) and (B) cannot be cured by the End Date or, if curable, is not cured with thirty (30) business days following Parent’s delivery of written notice to the Company stating Xxxxxx’s intention to terminate this Agreement pursuant to this Section 7.1(f) and the basis for such termination; provided that Parent or Merger Sub is not then in breach of any representation, warranty, agreement, or covenant in this Agreement that would result in a failure of a condition set forth in Section 6.1, Section 6.2(a), or Section 6.2(b); (g) prior to the time the Required Company Stockholder Vote is obtained, by the Company in order to accept a Superior Proposal and immediately thereafter enter into a binding written definitive acquisition agreement providing for the consummation of a transaction constituting a Superior Proposal; provided, that the Company has complied in all material respects with the requirements of Section 5.3 with respect to such Superior Proposal and, concurrently with such termination, pays (or causes to be paid) the Termination Fee specified in Section 7.3(a)(i); and (h) prior to the time the Required Company Stockholder Vote is obtained, by Parent, if the Company Board shall have effected a Change in Recommendation.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned before the Effective Time of the Merger, notwithstanding any approval and adoption of this Agreement by the stockholders of the Company or Acquisition Sub: (a) by the mutual consent of the Board of Directors of Purchaser and the Company; or (b) by Purchaser or the Company, if the Stockholders fail to approve the Merger at the Stockholders Meeting; or (c) subject to the Company's right to cure pursuant to Section 7.2, by Purchaser if there has been a material misrepresentation or material breach on the part of the Company in the representations, warranties or covenants of the Company set forth herein, or if there has been any material failure on the part of the Company to comply with its obligations hereunder; or subject to Purchaser's right to cure under Section 7.3, by the Company if there has been a material misrepresentation or material breach on the part of Purchaser or Acquisition Sub in the representations, warranties or covenants of Purchaser Acquisition Sub set forth herein, or if there has been any material failure on the part of Purchaser or Acquisition Sub to comply with their obligations hereunder; or (d) by Purchaser in the event that the Company's Board of Directors withdraws its recommendation that stockholders approve this Agreement and the Merger or if the Company's Board of Directors approves or recommends a Superior Proposal; or (e) by the Company giving written notice to Purchaser at any time prior to the Effective Time, notwithstanding any requisite approval Stockholder Meeting if the Company intends to enter into a definitive agreement in connection with a Superior Proposal as permitted by Section 3.4 and adoption of this Agreement and the transactions contemplated hereby by the stockholders makes simultaneous payment to Purchaser of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior fee referred to Merger Sub's Election Datein Section 9.3(b); or (bf) By Parent or by the Company or Purchaser if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such orderis not effective by October 31, decree2004, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance except that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date party whose breach of this Agreement or (B) terminated has caused a delay in the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval consummation of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring entitled to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a9.1(f)) shall give notice of such termination to the other party.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Companywhether before or after Company Stockholder Approval: (a) By by mutual written consent duly authorized by of the Boards of Directors of ParentCompany, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orAcquisition; (b) By by Parent or the Company Company, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Entity shall have issued an order, decree, ruling Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment ofMerger, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling Order or other action shall have become final and nonappealable; ornon-appealable; (c) By by Parent or the Company, if the Effective Time shall not have occurred on or before 5:00 p.m., Eastern Standard Time, on August 31, 2004 (the “Termination Date”); provided, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to fulfill or breach of any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; (d) by Parent, if due (i) any of the representations and warranties of the Company contained in this Agreement shall fail to an occurrence or circumstance be true and correct such that results in a failure to satisfy any the condition set forth in Annex ASection 6.2(a) would not be satisfied, Merger Sub or (ii) the Company shall have (A) breached or failed to commence comply with any of its obligations under this Agreement such that the Offer within 10 condition set forth in Section 6.2(b) would not be satisfied (in either case, other than as a result of a material breach by Parent or Acquisition of any of their respective obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days following after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such twenty day period extend beyond the second day preceding the Termination Date); (e) by the Company, if (i) any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) Parent or Acquisition shall have breached or failed to comply with any of their respective obligations under this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied (in either case, other than as a result of a material breach by the Company of any of its obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such twenty day period extend beyond the second day preceding the Termination Date); (f) by Parent, if (i) an Adverse Recommendation Change shall have occurred, (ii) the Board of Directors of the Company shall have failed to recommend to the Company’s stockholders that they approve this Agreement and the Merger at the Special Meeting, (iii) a tender or exchange offer that would constitute an alternative Company Acquisition Proposal is commenced on or after the date of this Agreement and the Board of Directors of the Company or any committee thereof fails to recommend against the acceptance of such tender or exchange offer by the stockholders of the Company (including by means of taking no position with respect to the acceptance of such tender or exchange offer by the stockholders of the Company) within ten business days from the commencement thereof or (iv) if the Board of Directors of the Company or any committee thereof resolves to take any of the foregoing actions; (g) by the Company, at any time prior to obtaining the Company Stockholder Approval, upon the Board of Directors of the Company resolving to enter into, subject to the terms of this Agreement, including Section 5.3, a definitive agreement containing a Company Acquisition Proposal by a third party; provided, that (i) the Board of Directors of the Company shall not so resolve unless (A) the Company shall have complied with its obligations under Section 5.2, (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above Board of Directors of the Company shall have been caused by or resulted from determined in good faith (after consultation with its independent financial advisors and outside counsel) that such Company Acquisition Proposal constitutes a Superior Proposal and such action is necessary for the failure Board of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure Directors of the Company to satisfy comply with its fiduciary duties to the conditions set forth in paragraphs stockholders of the Company under applicable Law, and (fC) or (g) the Company shall have fully negotiated the final terms of Annex A, such Company Acquisition Proposal; (ii) prior immediately following the Board of Directors of the Company so resolving, the Company shall have so notified Parent and provided to Parent in writing the purchase identity of Shares the Person making, and the final terms and conditions of, such Company Acquisition Proposal; (iii) such termination pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (iiSection 7.1(g) shall not be effective until the Company has made payment to Parent end of the Termination Fee earlier of (as hereinafter definedx) required the second business day and (y) the third calendar day after Parent’s receipt of notice of the final terms and conditions of such Company Acquisition Proposal; and (iv) the Company shall have the right to be paid enter into a definitive agreement (a “Permitted Alternative Agreement”) containing a Company Acquisition Proposal during the period commencing upon the Board of Directors of the Company so resolving in accordance with this Section 7.1(g) and ending upon the termination of this Agreement pursuant to this Section 8.2(a7.1(g) so long as (A) the effectiveness of such agreement is conditioned upon the Company complying with its obligations under Section 5.2, Section 5.3 and this Section 7.1(g), (B) the effectiveness of such agreement is conditioned upon the termination of this Agreement pursuant to this Section 7.1(g) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement (C) immediately following the execution of such agreement, such agreement and all related agreements, exhibits, schedules and other documents are delivered to Parent and Merger Sub of Expenses Parent; or (as hereinafter definedh) or (iii) by Parent or Merger Sub shall have breached in the Company, if the Special Meeting is held and the Company fails to obtain Company Stockholder Approval at the Special Meeting (or any material respect reconvened meeting after any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Mergeradjournment thereof). The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give written notice of such termination to the other partyparties.

Termination and Abandonment. This Agreement may be --------------------------- terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if abandoned (i) by the Minimum Condition has not been satisfied during a ten (10) business day extension mutual consent of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or Seller and Buyer; (ii) any court of competent jurisdiction in by Buyer, on the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment ofone hand, or payment forby Seller, shares of Company Common Stock pursuant to on the Offer other hand, at any time after July 30, 2009 (or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the later date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above as shall have been caused agreed to in writing by or resulted from them) if for any reason the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach transactions contemplated hereby shall not by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the such date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex Aconsummated, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; providedexcept, however, that such termination under this clause (ii) shall not be effective until in the Company has made payment event of delay due to Parent of regulatory bodies, Buyer and Seller agree to extend the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million Agreement for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) an additional 60 days; or (iii) by Seller or the Parent, in the event that the Board or a committee thereof recommends or approves a third party proposal. A third party proposal shall mean any inquiry, proposal or offer from any person that is not an affiliate of the Parent or Merger Sub shall have breached in the Buyer relating to, or that is reasonably likely to lead to any material respect merger, consolidation, or business combination, recapitalization, financing, refinancing, restructuring or reorganization involving Parent, Seller and/or any affiliate thereof, a sale of assets that constitutes or represents 10% or more of the consolidated assets of Parent or Seller and their subsidiaries, taken as a whole, a sale of shares of capital stock of Parent or Seller or any of their respective representationssubsidiaries that would result in any person beneficially owning 10% or more of any class or series of equity securities of Parent or Seller or any of their subsidiaries or any similar transactions involving Parent or Seller or any of their subsidiaries, warranties, covenants or other agreements contained in than the transactions required by this Agreement, or the consummation of any other transaction or the entering into of any other agreement or arrangement with respect to any other transaction, the effect of which failure would have the same result as the transactions described above. In the event that this Agreement is terminated by the Parent and the Seller pursuant to perform is incapable (iii) above as a consequence of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger SubBoard's ability determination to complete the Offer or the Merger. The accept a third party desiring to terminate this Agreement pursuant to this Section 8.1 proposal (other than as a result of the Stipulation of Settlement dated October 12, 2007 among Ronson Corporation and certain of its shareholders (Disclosure Memorandum, Exhibit B ), including any transaction pursuant thereto)) and the transaction contemplated by such third party proposal is ultimately consummated, the Parent shall pay to the Buyer a termination fee in the amount of Four Hundred Thousand and No/100 Dollars ($400,000.00) which fee shall be payable within fifteen (15) days of the consummation of such transaction. In the event this Agreement is terminated by Seller pursuant to Section 8.1(a(ii) above, Seller will repay to Buyer its actual accounting fees, environmental expenses and legal fees incurred with respect to this Agreement and due diligence hereunder, not to exceed One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), and such amount to be payable within fifteen (15) shall give notice of days after any such termination to the other partyby Seller.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By by mutual consent of Subsidiary, Buyer and Company in a written consent duly authorized by instrument, if the Boards Board of Directors of Parent, Merger Sub and each so determines by a vote of a majority of the Company prior to Merger Sub's Election Date; ormembers of its entire Board of Directors; (b) By Parent by any of Subsidiary, Buyer or Company upon written notice to the Company other parties if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court Governmental Entity of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraininga final nonappealable order denying, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to any of the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; ortransactions contemplated by this Agreement; (c) By Parentby any of Subsidiary, Buyer or Company if due to an occurrence the Merger shall not have been consummated on or circumstance that results in a failure to satisfy any condition set forth in Annex Abefore January 31, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder1998, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or the Merger Sub to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe in any material respect any material covenant or agreement the covenants and agreements of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orsuch party set forth herein; (d) By the Company, upon by Company or Buyer if any approval of the Board, if (i) stockholders of Company required for the consummation of the Merger Sub shall not have (A) failed to commence been obtained by reason of the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares obtain the required vote at a duly held meeting of stockholders or at any adjournment or postponement thereof; (e) by any of Subsidiary, Buyer or Company (so long as the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained herein) if there shall have been caused by or resulted from the failure a breach of any of the Company to satisfy the conditions representations or warranties set forth in paragraphs this Agreement on the part of the other party; (f) by any of Subsidiary, Buyer or Company (so long as 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 conditions or obligations set forth in this Agreement on the part of the other party, which breach shall not have been cured within ten days following receipt by the breaching party of written notice of such breach from the other party hereto or which breach, by its nature, cannot be cured prior to the Effective Time; (g) of Annex Aby Company if, (ii) prior to the purchase consummation of Shares pursuant the transactions contemplated hereby, a Person shall have made a bona fide Acquisition Proposal that the Board of Directors of Company determines in its good faith judgment and in the exercise of its fiduciary duties, based as to legal matters on the written opinion of legal counsel and as to financial matters on the written opinion of an investment banking firm of national reputation, is more favorable to Company's stockholders than the Merger and that the failure to terminate this Agreement and accept such alternative Acquisition Proposal would be inconsistent with the proper exercise of such fiduciary duties under applicable Law; and (h) by Subsidiary and Buyer prior to the Offer, consummation of the transactions contemplated hereby if the Board of Directors of Company shall have withdrawn its approval or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any recommended another offer for the purchase of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partyCompany Common Stock.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding whether before or after the Company Shareholder Approval has been obtained: (a) by the mutual written consent of the Company and Parent; (b) by either the Company or Parent: (i) if (A) the Effective Time shall not have occurred on or before January 31, 2014 (the “End Date”) and (B) the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not have breached in any requisite approval material respect its obligations under this Agreement in any manner that shall have contributed to the failure to consummate the Merger on or before such date; provided that, if, as of the End Date, all conditions set forth in Section 7.1, Section 7.2 and adoption Section 7.3 shall have been satisfied or waived (other than those conditions that are to be satisfied by action taken at the Closing and other than the condition set forth in Section 7.1(c)), then the End Date shall be extended to April 24, 2014, which shall be considered the End Date for all purposes of this Agreement; (ii) if any court of competent jurisdiction shall have issued or entered an injunction or similar order permanently enjoining or otherwise prohibiting the consummation of the Merger and such injunction shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used such efforts as required by Section 6.7 to prevent, oppose and remove such injunction; or (iii) if the Company Meeting (including any adjournments or postponements thereof) shall have concluded and the transactions Company Shareholder Approval contemplated hereby by the stockholders of this Agreement shall not have been obtained; (c) by the Company: (ai) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By if Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) breached or failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) or failure of the Closing to occur and (B) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured (1) within 20 forty-five (45) days after following the giving Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or Merger Subfailure) or (2) within any shorter period of time that remains between the date the Company delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that the Company is not then in material breach of any representation, as applicablewarranty, exceptagreement or covenant contained in this Agreement; (ii) in accordance with Section 6.4(f)(II), in at any casetime prior to the Company Shareholder Approval, if (i) the Board of Directors has authorized the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, (ii) prior to or on the day of such failures which are not reasonably likely termination, the Company shall have paid the Company Termination Fee to affect adversely Parent's or Merger Sub's ability Parent pursuant to complete the Offer or the Merger. The party desiring to terminate Section 8.3(a) (it being understood that any purported termination of this Agreement pursuant to this Section 8.1 8.1(c)(ii) shall be null and void if the Company shall not have paid the Company Termination Fee prior to or on the day of such termination) and (iii) promptly after the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement with respect to the Superior Proposal referred to in clause (i); or (iii) if (A) the Merger shall not have been consummated on the date upon which Parent is required to consummate the Closing pursuant to Section 2.2 and (B) at the time of such termination all conditions to Parent’s obligation to consummate the Closing (other than pursuant those conditions that are to Section 8.1(abe satisfied by action taken at the Closing (provided such conditions would be capable of being satisfied as of such date)) shall give notice continue to be satisfied and the Company has confirmed in writing to Parent that (1) all conditions to the Company’s obligation to consummate the Closing have been satisfied or waived by the Company in accordance with this Agreement (other than those conditions that are to be satisfied by action taken at the Closing (provided such conditions would be satisfied or waived by the Company as of such termination date)) and (2) the Company stands ready, willing and able to consummate the Closing; and (d) by Parent: (i) at any time prior to the Company Shareholder Approval, in the event of a Change of Recommendation; or (ii) if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other partyagreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (B) cannot be cured by the End Date or, if curable, is not cured (1) within forty-five (45) days following Parent’s delivery of written notice to the Company of such breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date Parent delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that Parent or Merger Sub is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption whether before or after receipt of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyCompany Stockholder Approval: (a) By by mutual written consent duly authorized by of the Boards of Directors of ParentCompany, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orAcquisition; (b) By by Parent or the Company Company, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Entity shall have issued an order, decree, ruling Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment ofMerger, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling Order or other action shall have become final and nonappealable; ornon-appealable; (c) By Parentby Parent or the Company, if due the Effective Time shall not have occurred on or before 5:00 p.m., Eastern Standard Time, on October 31, 2007 (such date and time, the “Termination Date”); provided, that the right to an occurrence or circumstance that results in a terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to satisfy fulfill or breach of any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of obligation under this Agreement or (B) terminated has been the Offer without having accepted any Shares for payment thereundercause of, unless any such failure listed above shall have been caused by or resulted from in, the failure of Parent the Effective Time to occur on or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or before the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orTermination Date; (d) By the Company, upon approval of the Boardby Parent, if (i) Merger Sub shall have (A) failed to commence any of the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure representations and warranties of the Company contained in this Agreement shall fail to satisfy be true and correct such that the condition set forth in Section 6.2. (i) would not be satisfied, or (ii) the Company shall have breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 6.2. (i) would not be satisfied (in either case, other than as a result of a breach by Parent or Acquisition of any of their respective obligations under this Agreement that would cause the conditions set forth in paragraphs Section 6.2. to not be satisfied) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such twenty-day period extend beyond the second day preceding the Termination Date); (e) by the Company, if (i) any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(i) would not be satisfied, or (ii) Parent or Acquisition shall have breached or failed to comply with any of their respective obligations under this Agreement such that the condition set forth in Section 6.3(ii) would not be satisfied (in either case, other than as a result of a breach by the Company of any of its obligations under this Agreement that would cause the conditions set forth in Section 6.3 to not be satisfied) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of twenty days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such twenty-day period extend beyond the earlier of (x) the second day preceding the Termination Date and (y) in the case of a breach in connection with obtaining proceeds pursuant to the Financing or using such proceeds as contemplated hereunder, the final day of the Marketing Period); (f) by Parent, if (i) the Board of Directors or (g) of Annex Aany committee thereof shall have made an Adverse Recommendation Change, (ii) prior to the purchase of Shares pursuant to the Offer, the Board of Directors of the Company shall have withdrawn or modified failed to include a recommendation in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or Proxy Statement that the Company’s stockholders approve the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) there shall have occurred an intentional breach of any material term of Section 5.2 by any of the directors of the Company, the Company’s chairman, chief executive officer or chief financial officer or by the Company’s senior banking advisors at Bear Sxxxxxx, and, in the case of this clause (iii), the Parent terminates this Agreement within 10 days of such action; (g) by the Company, in accordance with the terms of Sections 5.2(e) and 5.3; (h) by Parent or the Company, if the Special Meeting is held and the Company fails to obtain Company Stockholder Approval at the Special Meeting (or any reconvened meeting after any adjournment or postponement thereof); or (i) by the Company, if all of the conditions set forth in Sections 6.1 and 6.2 (other than the condition in Section 6.2(iii)) have been satisfied and Parent has failed to consummate the Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 no later than 10 calendar days after the giving end of written notice to Parent or Merger Sub, as applicable, exceptthe Marketing Period (or, in any casethe event the Extension Notice has been delivered to the Company, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete no later than the Offer or the MergerRequired Consent Closing Date). The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) the terms hereof shall give written notice of such termination to the other partyparties.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the CompanyCompany or Parent: (a) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (b) By by either Parent or Company upon written notice to the Company other party if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court Governmental Entity of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraininga final nonappealable order denying, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to any of the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; ortransactions contemplated by this Agreement; (c) By Parent, by either Parent or Company if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, the Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall not have been caused by consummated on or resulted from before September 30, 2001 unless the failure of Parent or the Merger Sub to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe in any material respect any material covenant or agreement the covenants and agreements of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orsuch party set forth herein; (d) By by either Company or Parent if the Companyrequisite vote of the shareholders of Company required for the consummation of the Merger shall not have been obtained at the Company Shareholders Meeting held pursuant to Section 4.04(a); (e) by either Parent or Company if the requisite vote of the shareholders of Parent required for the consummation of the Merger shall not have been obtained at the Parent Shareholders Meeting held pursuant to Section 4.04(a); (f) by Parent, upon approval of the Boardwritten notice to Company, if (i) Merger Sub Company's Board of Directors shall have (A) failed to commence the Offer within 10 days following the date of this Agreement withdraw, modify or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent change its approval or recommendation of the Offer, this Agreement or the Merger in order a manner adverse to approve Parent or shall have resolved to do so, (ii) Company shall have materially breached its obligations under this Agreement by reason of a failure to call the Company Shareholders Meeting in accordance with Section 4.04(a) or a failure to prepare and mail to its shareholders the Joint Proxy Statement/Prospectus in accordance with Section 4.04, (iii) Company's Board of Directors shall have approved or recommended any Superior Proposal, or (iv) Company's Board of Directors shall redeem or amend the Rights Agreement without Parent's written consent for any reason other than (A) pursuant to Section 4.14 hereof or (B) following termination of this Agreement pursuant to Section 6.01(h) below; (g) by Company, upon written notice to Parent, if Parent's Board of Directors shall withdraw, modify or change its approval or recommendation of this Agreement or the Merger in a manner adverse to Company or shall have resolved to do so, or (ii) Parent shall have materially breached its obligations under this Agreement by reason of a failure to call the Parent Shareholders Meeting in accordance with Section 4.04(a) or a failure to prepare and mail to its shareholders the Joint Proxy Statement/Prospectus in accordance with Section 4.04; (h) by Company, prior to the consummation of the transactions contemplated hereby, for the purpose of entering into an agreement with a Person that has made a Superior Proposal; providedor (i) by either Parent or Company (so long as the terminating party has not materially breached any representation, howeverwarranty, covenant or other agreement contained herein in a manner that has or would reasonably likely have a Material Adverse Effect with respect to such termination under this clause (iiterminating party) if there shall not be effective until the Company has made payment to Parent have been a material breach of any of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained or obligations set forth in this AgreementAgreement on the part of the other party which has or would reasonably likely have a Parent Material Adverse Effect (if the terminating party is Company) or a Company Material Adverse Effect (if the terminating party is Parent), or which would reasonably be expected to prevent (or materially delay) the consummation of the Merger, which failure to perform is incapable of being cured or has shall not have been cured within 20 ten (10) days after following receipt by the giving breaching party of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination breach from the other party hereto or which breach, by its nature, cannot be cured prior to the other partyEffective Time.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (a) By by mutual written consent duly authorized by agreement of the Boards of Directors of Parent, Merger Sub Private Company and the Company prior to Merger Sub's Election Date; orPublic Company; (b) By Parent or by the Public Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs Sections 2.03 and 2.05 and Article III shall not have been complied with or performed in any material respect and such non-compliance or nonperformance shall not have been cured or eliminated (for by its nature cannot be cured or eliminated) on or (g) of Annex A, (ii) prior to before the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior ProposalClosing Date; provided, however, that if such termination under this clause non-compliance or nonperformance can be cured or eliminated, the Public Company shall not so terminate unless it has given the Private Company written notice that non-compliance or non-performance has occurred, specifying the nature thereof and the action required to cure, and (ii) such non-compliance or non-performance shall not be effective until have been cured or eliminated within fifteen (15) days of receipt of such notice; (c) by the Private Company has made payment to Parent of if the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) conditions set forth in sections 2.04 and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent 2.06 and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub Article IV shall have breached not been complied with or performed in any material respect any of their respective representations, warranties, covenants and such non-compliance or other agreements contained in this Agreement, which failure to perform is incapable of being non-performance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) on or before the Closing Date; provided, however, if such non-compliance or non-performance can be cured or eliminated, the Private Company shall not so terminate unless and until (i) it has given the Public Company written notice that non-compliance or non-performance has occurred, specifying the nature thereof and the action required to cure, and (ii) such non-compliance or non-performance shall not have been cured or eliminated within 20 fifteen (15) days after of receipt of such notice; (d) by the giving of Public Company or the Private Company by written notice to Parent the other, if any action or Merger Subproceeding shall have been instituted before any court or other governmental body or by any public authority or any private person, as applicablefirm, exceptcorporation or entity to restrain or prohibit or question the validity or legality of the transactions contemplated by this Agreement or to subject one or more of the parties to this Agreement or the directors or officers of Public Company or the Private Company to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such transactions, other than an action, suit or proceeding instituted by a person other than a governmental authority which, in any casethe written opinion of counsel to the party receiving notice of termination, such failures which are does not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete have a substantial likelihood of success; or (e) by the Offer Public Company or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice Private Company if the Closing has not occurred on or before the required Date of such termination to the other partyClosing or any agreed upon extension.

Termination and Abandonment. This Agreement may be terminated at any time and the Merger and Acquisition of the other Transactions may be Company Shares as herein contemplated abandoned at any time prior to the Effective TimeClosing without liability of any party to any other party, notwithstanding any requisite approval except for breaches of warrants, representations, and adoption of covenants set forth in this Agreement which are within the control of the defaulting or non-performing party (the effectiveness of the SB Registration Statement and the transactions contemplated hereby by S4 Registration Statement shall be deemed as not being in the stockholders control of Buyer), under the Companyfollowing circumstances: (a) By The mutual written consent duly authorized by the Boards agreement of Directors of Parent, Merger Sub Buyer and the Company prior to Merger Sub's Election Date; orShareholders; (b) By Parent or Buyer if the Company if (i) Closing has not occurred before March 30, 1997 because all conditions to the Minimum Condition has obligations of Buyer have not been satisfied during a ten (10) business day extension of or waived or because the Offer following the Initial Expiration Date, but Shareholders have not made all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock required deliveries pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; orSection VI; (c) By Parentthe Shareholders if the Closing has not occurred before March 30, if due 1997 because all conditions to an occurrence the obligations of the Shareholders have not been satisfied or circumstance that results in a failure waived or because Buyer has not made all required deliveries pursuant to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this AgreementSection VII; orand (d) By Any party may terminate by written notice to the Companyother if any action or proceeding shall have been instituted before any court or other governmental body or, upon approval to the knowledge of the Boardparty giving such notice, if (i) Merger Sub shall have (A) failed been threatened formally in writing by any public authority with requisite jurisdiction, to commence restrain or prohibit the Offer within 10 days following the date of transactions contemplated by this Agreement or to subject one or more of the parties or their directors or their officers to liability on the grounds that it or they have breached any law or regulation or otherwise acted improperly in connection with such proposed transactions (B) terminated the Offer without having accepted any Shares for payment thereunder"Governmental Objection"), unless and such failure to pay for Shares action or proceeding shall not have been caused by dismissed or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board such written threat shall not have been withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offerrescinded before March 30, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party1997.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (a) By by mutual written consent duly authorized by agreement of the Boards of Directors of Parent, Merger Sub Seller and the Company prior to Merger Sub's Election DatePurchaser; or (b) By Parent or by the Company Purchaser by Notice to the Seller, if (i) the Minimum Condition has conditions set forth in Section 4.2 have not been satisfied during a ten or the deliveries required by Section 4.4 shall not have been complied with and performed, and any such noncompliance or nonperformance shall not have been cured or eliminated (10or by its nature cannot be cured or eliminated) business day extension on or before the Cut-Off Date unless such failure shall be due to the failure of the Offer following the Initial Expiration Date, but all other conditions have been satisfied Purchaser to comply with any of its obligations to be performed or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant complied with by it prior to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealableClosing; or (c) By Parentby the Seller by Notice to the Purchaser, if due to an occurrence or circumstance that results in a failure to satisfy any condition the conditions set forth in Annex A, Merger Sub Section 4.3 have not been satisfied or the deliveries required by Section 4.5 have not been complied with and performed and such noncompliance or nonperformance shall not have been cured or eliminated (Aor by its nature cannot be cured or eliminated) failed to commence on or before the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunderCut-Off Date, unless any such failure listed above shall have been caused by or resulted from be due to the failure of Parent the Seller to comply with any of its obligations to be performed or Merger Sub complied with by it prior to perform the Closing; or (d) by the Purchaser if the Closing has not occurred on or before the Cut-Off Date, or such later date as the Parties may agree upon, unless the Purchaser is in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent of or Merger Sub of any material representation or warranty of either of them contained in default under this Agreement; or (de) By by the CompanySeller if the Closing has not occurred on or before the Cut-Off Date, upon approval or such later date as the Parties may agree upon, unless the Seller or the Shareholder is in material breach of or default under this Agreement; or (f) by the Purchaser, within 2 Business Days after the expiration of the BoardDue Diligence Period, as extended, if the Purchaser is dissatisfied with its due diligence inspections; or (g) by either Party, after the expiration of the OA Prep Period, if the form of the Operating Agreement has not been agreed upon and appended to this Agreement through Amendment; or (h) by either Party, if there shall be a final non-appealable order of a court of competent jurisdiction in effect preventing the Closing; or (i) Merger Sub by either Party, if the Manufacturer shall have (A) failed exercise, or purport to commence the Offer within 10 days following the date exercise, any right of this Agreement first refusal to purchase all or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure material portion of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partyDealership Assets.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub WWE and the Company prior to Merger Sub's Election Date; orXXX; (b) By Parent by either WWE or the Company EDR if (i) the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before January 2, 2024 (10) business day extension provided that if, as of the Offer following the Initial Expiration Datesuch date, but all other conditions set forth in Section 7.1, Section 7.2, and Section 7.3 shall have been satisfied or waived (other than those conditions that are to be satisfied by action taken at the Closing, each of which is capable of being satisfied) other than the conditions set forth in Section 7.1(b) or Section 7.1(c) (but only to the extent the applicable Legal Restraint relates to Antitrust Laws), then such date shall automatically be extended by three (3) months on up to two (2) occasions (as may be so extended, the “End Date”)) and (ii) any court of competent jurisdiction the Party seeking to terminate this Agreement pursuant to this Section 9.1(b) shall not have breached (and, in the United States case of EDR, EDR OpCo and HoldCo shall also not have breached, and in the case of WWE, New PubCo and Xxxxxx Sub shall also not have breached) in any material respect its obligations under this Agreement in any manner that shall have principally caused the failure to consummate the Merger on or other governmental authority before such date; (c) by either WWE or EDR if (i) any Governmental Body having jurisdiction over EDR or WWE shall have issued an ordera Legal Restraint, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action Legal Restraint shall have become final and nonappealable; or nonappealable and (cii) By Parent, if due the Party seeking to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of terminate this Agreement pursuant to this Section 9.1(c) shall not have breached or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub failed to perform in any material respect any material covenant or agreement of either of them contained in its obligations under this Agreement in any manner that shall have principally caused the imposition of such Legal Restraint or the material breach by Parent failure of such Legal Restraint to be resolved or Merger Sub of any material representation or warranty of either of them contained in this Agreementlifted; or (d) By the Company, upon approval of the Boardby WWE, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement EDR, EDR OpCo or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub HoldCo shall have breached in any material respect any of their respective representationsrepresentation, warrantieswarranty, covenants covenant, or other agreements contained agreement in this Agreement, in each case, which breach (i) would result in a failure to perform of a condition set forth in Section 7.2(a), or Section 7.2(b) and (ii) cannot be cured by the End Date or, if curable, is incapable of being cured or has not been cured within 20 thirty (30) business days after the giving following WWE’s delivery of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring EDR stating WWE’s intention to terminate this Agreement pursuant to this Section 8.1 9.1(d) and the basis for such termination; provided that WWE is not then in material breach of any representation, warranty, agreement, or covenant in this Agreement that would result in a failure of a condition set forth in Section 7.3(a), or Section 7.3(b); (other than pursuant e) by WWE, if (i) the HoldCo Audited Financial Statements have not been delivered to WWE on or before July 1, 2023 or (ii) upon delivery to WWE of the HoldCo Audited Financial Statements, the condition set forth in Section 8.1(a)7.2(f)(ii) is not satisfied; provided, the right of WWE to terminate this Agreement under Section 9.1(e)(i) shall give notice immediately expire upon the delivery of such termination the HoldCo Audited Financial Statements; provided, further, the right of WWE to terminate this Agreement under Section 9.1(e)(ii) shall expire at 5:00 p.m. on the other party20th business day following the date on which the HoldCo Audited Financial Statements were delivered to WWE.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated by this Agreement may be abandoned abandoned: (a) at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (ai) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (bii) By by Parent or the Company if (ithe Closing shall not have occurred on or before November 30, 2006; provided, further, that the right to terminate this Agreement under this Section 7.1(a)(ii) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the Minimum Condition has not been satisfied during a ten (10) business day extension cause of, or resulted in, the failure of the Offer following Closing to occur on or before such date; (iii) by Parent or the Initial Expiration Date, but all other conditions have been satisfied Company if any Law makes consummation of the Merger illegal or (ii) otherwise prohibited or any court of competent jurisdiction in the United States or other governmental authority Governmental Authority shall have issued an order, decree, ruling or taken any other action restraining, a Governmental Order enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger transactions contemplated under this Agreement and such order, decree, ruling or other action Governmental Order shall have become final and nonappealable; ornonappealable (which order the parties have used their reasonable best efforts to lift, subject to Section 5.4(c) of this Agreement); (civ) By Parentby Parent or the Company, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above there shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the a material breach by Parent or Merger Sub the other of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach would result in the failure to perform is satisfy one or more of the conditions set forth in Section 6.2 (in the case of a breach by the Company) or Section 6.3 (in the case of a breach by Parent), and such breach shall be incapable of being cured or has or, if capable of being cured, shall not have been cured within 20 thirty (30) days after the giving of written notice thereof shall have been received by the party alleged to be in breach; provided, at the time of the delivery of such written notice, the party delivering such written notice shall not be in material breach of its obligations under this Agreement; (v) by Parent if (A) the Company Board (i) modifies, qualifies, withholds or Merger Subwithdraws the Company Recommendation (it being understood that taking a neutral position or no position with respect to an Acquisition Proposal shall be considered an adverse modification of the Company Recommendation), as applicableor makes any statement, exceptfiling or release, in any caseconnection with the Company Stockholder Meeting or otherwise, such failures which are not reasonably likely inconsistent with the Company Recommendation, (ii) breaches its obligations to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall call, give notice of such termination and commence the Company Stockholder Meeting under Section 5.3(a), (iii) approves or recommends an Acquisition Proposal, (iv) fails to publicly recommend against a publicly announced Acquisition Proposal within five (5) Business Days of being requested to do so by Parent, (v) fails to publicly reconfirm the other partyCompany Recommendation within five (5) Business Days of being requested to do so by Parent, or (vi) resolves or otherwise determines to take, or announces an intention to take, any of the foregoing or (B) there shall have been a material breach by the Company of Section 5.2; (vi) by the Company in connection with entering into a definitive agreement to effect a Superior Proposal after making a Company Subsequent Determination in accordance with Section 5.2(e); and (b) at any time after the Company Stockholder Meeting and any adjournments thereof, by either Parent or the Company if at the Company Stockholder Meeting or any adjournment thereof the Company Stockholder Approval shall not have been obtained.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding whether before or after the Company Stockholder Approval or the Parent Stockholder Approval has been obtained: (a) by the mutual written consent of the Company and Parent; (b) by either the Company or Parent: (i) if (A) the Effective Time shall not have occurred on or before October 23, 2020 (the “End Date”) and (B) the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not have breached its obligations under this Agreement in any requisite approval manner that shall have been a substantially contributing factor to the failure to consummate the Merger on or before such date; provided that, if, as of the End Date, all conditions set forth in Section 7.1, Section 7.2 and adoption Section 7.3 shall have been satisfied or waived (other than those conditions that are to be satisfied by action taken at the Closing and other than the conditions set forth in Section 7.1(f) (solely with respect to Antitrust Laws) or Section 7.1(g)), then the End Date may be extended by either Parent or the Company to January 23, 2021, which shall be considered the End Date for all purposes of this Agreement; (ii) if any court of competent jurisdiction shall have issued or entered an Order permanently enjoining or otherwise prohibiting the consummation of the Merger and such injunction shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used such efforts as required by Section 6.11 to prevent, oppose and remove such injunction; (iii) if the Company Meeting (including any adjournments or postponements thereof) shall have concluded and the transactions contemplated hereby Company Stockholder Approval shall not have been obtained; or (iv) if the Parent Meeting (including any adjournments or postponements thereof) shall have concluded and the Parent Stockholder Approval shall not have been obtained; (c) by the stockholders of the Company: (ai) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company at any time prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension receipt of the Offer following Parent Stockholder Approval, in the Initial Expiration Date, but all other conditions have been satisfied or event of a Parent Change of Recommendation; (ii) any court of competent jurisdiction in the United States if Parent or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) breached or failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) or failure of the Closing to occur and (B) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured (1) within 20 forty-five (45) days after following the giving Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date the Company delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that the Company is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; or (iii) if Parent shall have knowingly and intentionally engaged in a material breach of its obligations under Section 6.6; and (d) by Parent: (i) at any time prior to the receipt of the Company Stockholder Approval, in the event of a Company Change of Recommendation; (ii) if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (B) cannot be cured by the End Date or, if curable, is not cured (1) within forty-five (45) days following Parent’s delivery of written notice to the Company of such breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date Parent delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that Parent or Merger SubSub is not then in material breach of any representation, as applicablewarranty, except, agreement or covenant contained in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete this Agreement; or (iii) if the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Company shall have knowingly and intentionally engaged in a material breach of its obligations under Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.6.5;

Termination and Abandonment. This The transactions provided for by this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to on or before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (a) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Buyer and the Company prior Company, without liability on the part of any party to Merger Sub's Election Datethe other; or (b) By Parent or by Buyer, if any of the Company if (i) the Minimum Condition has conditions of Section 8.2 above have not been satisfied during a ten (10) business day extension met or have not been waived in writing by Buyer as of the Offer following the Initial Expiration Closing Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parentby the Company, if due any of the conditions of Section 8.3 above have not been met and have not been waived in writing by the Company as of the Closing Date; (d) by Buyer or the Company, if the transaction contemplated by this Agreement has not closed on or before February 3, 1997, provided the party seeking to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub terminate shall have (A) failed to commence the Offer within 10 days following the date performed in all material respects all of its covenants under this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall which were to have been caused by or resulted from performed prior to the failure time of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreementtermination; or (de) By by Buyer by written notice to the Company, upon approval of Company on or prior to Closing (the Board"Inspection Period"), if (ia) Merger Sub Buyer shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure determined during its due diligence investigation of the Company that any matters had been materially misrepresented by the Company or (b) if Buyer shall not have received unconditional assurances satisfactory to satisfy it that it will obtain financing on terms reasonably satisfactory to it to consummate the conditions purchase of the Purchased Assets, provided that Buyer has used its best efforts to obtain such unconditional assurances. In the event of termination and abandonment by any party as provided in this Section 10.12, written notice shall forthwith be given to the other party by facsimile transmission or as set forth in paragraphs (f) or (g) Section 10.4 above. In the event of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offersuch termination, this Agreement or the Merger in order shall terminate and become null and void other than with respect to approve Section 10.1 and Section 9. No termination shall release a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until party of any liability for breach hereof. The Mutual Confidentiality Agreement executed by Buyer and the Company has made payment to Parent shall survive any termination of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

Termination and Abandonment. 1. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub PROHEALTH and the Company prior to Merger Sub's Election DateADNAS; or (b) By Parent or by PROHEALTH if all the Company if (i) the Minimum Condition has conditions set forth in Article IX of this Agreement shall not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or waived on or before the Closing date; (iic) by the Selling ADNAS Shareholders, if all the conditions set forth in Article X of this Agreement shall not have been satisfied or waived on or before the Closing date; (d) by the Selling ADNAS Shareholders or PROHEALTH if the other party or parties hereto fail to comply in any material respect with any of its or their covenants or agreements contained herein, or breaches its or their representations and warranties in any material way; by the Selling ADNAS Shareholders or by PROHEALTH if a court of competent jurisdiction in the United States or other governmental authority governmental, regulatory or administrative agency or commission shall have issued an order, decree, ruling decree or taken any other action restraining(which order, enjoining decree or ruling the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibiting prohibits the acceptance for payment of, transactions contemplated by this Agreement; or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (ce) By Parentthe Selling ADNAS Shareholders or PROHEALTH at any time after October 21, 2002 if due the Closing has not occurred on or prior to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence such date. 2. In the Offer within 10 days following the date event of termination and abandonment of this Agreement pursuant to Section 1 of this Article XI, written notice thereof shall forthwith be given to the other party or (B) parties and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by ADNAS, the Selling ADNAS Shareholders or PROHEALTH . If this Agreement is terminated the Offer without having accepted any Shares for payment thereunderas provided herein, unless any such failure listed above no party to this Agreement shall have been caused by any liability or resulted from the failure of Parent or Merger Sub further obligation to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in other party to this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such no termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) Article XI shall give notice relieve any party of liability for breach of any provision of this Agreement occurring before such termination to the other partytermination.

Termination and Abandonment. This Regardless of whether this Agreement or the Merger has been approved by Larizza's shareholders, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders Time of the CompanyMerger: (a) By by mutual written consent duly authorized action of the Boards of Directors of Larizza, Acquisition, and Parent; or (b) by the Boards of Directors of Parent, Merger Sub Acquisition and Parent if the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has conditions set forth in Section 4.1 shall not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied complied with or (ii) performed in any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger material respect and such ordernoncompliance or nonperformance shall not have been cured or eliminated, decreeafter 30 days written notice (or by its nature cannot be cured or eliminated), ruling on or other action shall have become final and nonappealablebefore February 29, 1996 (the "Drop Dead Date"); or (c) By Parent, by the Board of Directors of Larizza if due to an occurrence or circumstance that results in a failure to satisfy any condition the conditions set forth in Annex A, Merger Sub Section 4.2 shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall not have been caused by complied with or resulted from the failure of Parent or Merger Sub to perform performed in any material respect any material covenant and such noncompliance or agreement of either of them contained in this Agreement nonperformance shall not have been cured or eliminated, after 30 days written notice (or by its nature cannot be cured or eliminated), on or before the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this AgreementDrop Dead Date; or (d) By by the CompanyBoard of Directors of Larizza, upon approval Acquisition or Parent if the Effective Time of the Board, if (i) Merger Sub shall have (A) failed to commence does not occur on or before the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior ProposalDrop Dead Date; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring right to terminate this Agreement pursuant to under this Section 8.1 5.1(d) will 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 Effective Time of the Merger to occur on or before the Drop Dead Date; or (e) by either Parent and Acquisition, on the one hand, or Larizza, on the other hand, if either one (or any permitted assignee hereunder) is restrained, enjoined or otherwise precluded by an order, decree, ruling, injunction or other action (other than pursuant an order or injunction issued on a temporary or preliminary basis) of a court, domestic or foreign, of competent jurisdiction or other governmental entity from consummating the Merger or making the acquisition or holding by Parent or its subsidiaries of the Stock Certificates or shares of common stock of the Surviving Corporation illegal and all means of appeal and all appeals from such order, decree, ruling, injunction or other action have been finally exhausted; or (f) by the Board of Directors of Larizza if (i) a New Bidder makes a bona fide offer on or before the Effective Time of the Merger, (ii) Larizza's Board of Directors determines in its good faith judgment, based as to Section 8.1(a)legal matters on a written opinion of legal counsel, and in the exercise of its fiduciary duties that such offer is more favorable to Larizza's shareholders than the Merger, and (iii) shall give Larizza gives Parent at least 10 calendar days prior written notice of its intent to terminate this Agreement under this Section 5.1(f); provided, however, that the termination right provided in this Section 5.1(f) will terminate if, within such termination 10-day period, Parent notifies Larizza that it will match, in all material respects, the terms and provisions of such other offer (whereupon the parties will execute an appropriate amendment hereto); or (g) by the Board of Directors of Parent or Acquisition, if (i) the Board of Directors of Larizza shall not have recommended or shall withdraw, modify or change its recommendation relating to the other partyMerger in a manner adverse to Parent or shall have resolved to do any of the foregoing, or (ii) the Board of Directors of Larizza shall have recommended to the stockholders of Larizza that they accept or approve, or Larizza or any of its Subsidiaries shall have agreed to accept an Alternative Proposal.

Termination and Abandonment. 11.1 Buyer’s Deposit will be forfeited to Seller in the event the Transaction does not close due to (i) failure of the Buyer to pay the Purchase Price; (ii) Buyer’s election to terminate this Agreement for no justifiable reason; and/or (iii) material changes to the terms of the transactions contemplated hereby and in the Transaction Agreements by Buyer without reasonable justification. The parties acknowledge and agree that Seller selected Buyer’s offer upon conclusion of a bidding process. Relinquishment of the Deposit will be in consideration of Seller’s lost opportunity with other potential buyers and Seller’s efforts and expenses, including professional fees, related to the transactions contemplated hereby and in the Transaction Agreement and constitutes liquidated and agreed damages. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time on or prior to the Effective TimeClosing Date as follows: (a) by mutual consent of all parties hereto, notwithstanding (b) by Seller if the conditions precedent contained in Article IX hereof have not been fulfilled or waived in writing on or prior to the Closing Date, or (c) by Buyer if the conditions precedent contained in Article VIII hereof have not been fulfilled or waived in writing on or prior to the Closing Date; provided however Buyer’s Deposit will be forfeited to Seller in the event Buyer fails to remit the Purchase Price to Seller, terminates the transaction without reasonable justification, or Buyer changes the material terms of the transaction set forth in the Letter of Intent without reasonable justification. In the event of termination by any requisite approval party as herein provided, written notice shall promptly be given to the other party and adoption each party shall pay its own expenses incident to the preparation of this Agreement and for the consummation of the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock hereby. A termination pursuant to the Offer provisions of this Article XI will not prejudice any claim for Damages that any party may have hereunder or the Merger and such order, decree, ruling in law or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date equity. Upon termination of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offerthis Article XI, this Agreement and the rights and obligations of the parties under this Agreement shall automatically end without any further liability against any party or the Merger in order to approve a Superior Proposalits Affiliates; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained nothing in this Agreement, which failure to perform is incapable Article XI shall relieve any party from liability for the breach of being cured or has not been cured within 20 days after the giving any provisions of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant prior to termination; and provided, further, that the provisions of Section 7.10 [Confidential Information], this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice Article XI, and Article XII remain in force and survive any termination of such termination to the other partythis Agreement.

Termination and Abandonment. This In addition to the right of termination set forth in Section 2.7(a), this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing Date: (a) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Seller and the Company prior to Merger Sub's Election Date; orBuyer; (b) By Parent or the Company if by Seller (i) the Minimum Condition has not been satisfied during a ten (10) business day extension if Seller shall have discovered any material error, misstatement or omission in any of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court representations and warranties of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them Buyer contained in this Agreement or the material breach by Parent Buyer shall have otherwise breached any such representation or Merger Sub of warranty, (ii) if Buyer shall fail to perform or comply in any material representation respect with any of its covenants or warranty of either of them agreements contained herein or in this Agreement; or (d) By the Companyany other Transaction Document, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (Biii) terminated the Offer without having accepted if any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs Section 3.2 shall have become incapable of fulfillment, and shall not have been waived by Seller; (fc) by Buyer (i) if Buyer's investigation of the Assets, Business and Assumed Liabilities pursuant to Section 6.1 shall reveal any state of facts, circumstance, event, change or (g) effect not previously known to the parties or not disclosed to Buyer in this Agreement which, individually or in the aggregate, in the reasonable judgment of Annex ABuyer, has, or is reasonably likely to have, a Material Adverse Effect, or which would increase in any material respect the Assumed Liabilities, (ii) prior to the purchase of Shares pursuant to the Offer, the Board if Buyer shall have withdrawn discovered any material error, misstatement or modified omission in a manner adverse to Merger Sub or Parent its approval or recommendation any of the Offer, representations or warranties of Seller contained in this Agreement or the Merger in order to approve a Superior Proposal; providedSeller shall have otherwise breached any such representation or warranty, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent if Seller shall fail to perform or Merger Sub shall have breached comply in any material respect with any of their respective representations, warranties, its covenants or other agreements contained herein or in this Agreementany other Transaction Document, which failure to perform is or (iv) if any of the conditions set forth in Section 3.1 shall have become incapable of being cured fulfillment, and shall not have been waived by Buyer; or has 66 (d) by either Buyer or Seller, if the Closing does not been cured within 20 days after the giving of written notice occur on or prior to Parent or Merger SubAugust 15, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party2003.

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders whether before or (except as provided below) after receipt of the CompanyCompany Shareholder Approval: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By Parent or by either the Company or Parent if the Effective Time shall not have occurred on or before May 4, 2011 (ithe “End Date”) provided however that the Minimum Condition right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a party whose failure to perform any of its obligations under this Agreement has not been satisfied during a ten (10) business day extension the primary cause of, or resulted in, the failure of the Offer following Merger to be consummated on or before the Initial Expiration End Date, but all other conditions have been satisfied ; (c) by either the Company or (ii) any court of competent jurisdiction in the United States or other governmental authority Parent if a Governmental Entity shall have issued an or entered a judgment, order, decree, ruling injunction or decree or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such judgment, order, decree, ruling injunction or decree or any other action shall have become final and nonappealablenon-appealable; orprovided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to have such injunction lifted; (cd) By Parentby either the Company or Parent if the Company Meeting (including the final postponement or adjournment thereof, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub applicable) shall have (A) failed concluded and the Company Shareholder Approval shall not have been obtained; provided that the right to commence the Offer within 10 days following the date of terminate this Agreement or (Bpursuant to this Section 7.1(d) terminated shall not be available to the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from Company if the failure of Parent or Merger Sub to perform Company has breached in any material respect any material covenant its obligations under Sections 5.4 or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or5.6; (de) By by the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect or failed to perform any of their respective representations, warranties, covenants or other agreements contained in this AgreementAgreement or any of such representations and warranties shall become untrue after the date of this Agreement and on or before the Closing Date (in each case, which a “Parent Terminating Breach”) and such Parent Terminating Breach (i) would result in a failure to perform of a condition set forth in Section 6.2 (assuming the date of such determination is incapable of being cured the Closing Date) and (ii) cannot be or has not been cured within 20 10 days after the giving of written notice to the Parent of such breach; (f) by the Company, prior to obtaining the Company Shareholder Approval, pursuant to and in compliance with Section 5.3(d) provided that the Company shall have complied with all of the provisions of Section 5.3; (g) by Parent, if the Company shall have breached or Merger Subfailed to perform any of its representations, as applicablewarranties, exceptcovenants or agreements contained in this Agreement, or any of such representations and warranties shall become untrue after the date of this Agreement and on or before the Closing Date (in either case a “Company Terminating Breach”) and such Company Terminating Breach (i) would result in a failure of a condition set forth in Section 6.3 (assuming the date of such determination is the Closing Date) and (ii) cannot be or has not been cured within 10 days after the giving of written notice to the Company of such breach; (h) by Parent, if a Company Adverse Recommendation Change shall have occurred; (i) by Parent if (A) the Company or any caseof its Representatives shall have intentionally breached any of Section 5.3(a), such failures which are not reasonably likely any of the penultimate sentence of Section 5.3(b) or any of Section 5.4, (B) for any reason the Company shall have failed to affect adversely Parent's or Merger Sub's ability to convene and complete the Offer Company Meeting within 45 days of the date that the Proxy Statement is cleared by the SEC unless the Company has entered into an Acquisition Agreement or a Company Adverse Recommendation Change has occurred, or (C) the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 Company shall have entered into an Acquisition Agreement; and (other than pursuant to Section 8.1(a)j) shall give notice of such termination by Parent if (A) the Company settles any stockholder litigation against the Company or its directors relating to the other partyTransactions without Parent’s prior written consent and (B) such settlement either (I) is not covered by the Company’s insurance policy (or such coverage is denied by the applicable insurance carrier), (II) does not involve only the payment of monetary damages, or (III) involves only the payment of money damages, but such payment is in excess of the policy limits under such insurance policy.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and whether before or after the transactions contemplated hereby by the stockholders of the CompanyCompany Member Approval has been obtained: (a) By by the mutual written consent duly authorized by the Boards of Directors of Company and Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or; (b) By Parent by either Company or the Company if Parent: (i) if the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before September 30, 2023 (10) business day extension of the Offer following the Initial Expiration “End Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal”); provided, however, that such termination the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not have breached its obligations under this clause Agreement in any manner that shall have been the primary cause of the failure to consummate the Merger on or before such date; (ii) if any court of competent jurisdiction shall not be effective until have issued or entered an Order permanently enjoining or otherwise prohibiting the Company has made payment to Parent consummation of the Termination Fee (as hereinafter defined) required Merger and such injunction shall have become final and non-appealable; provided that the party seeking to be paid terminate this Agreement pursuant to this Section 8.2(a8.1(b)(ii) shall have used such efforts as required by Section 6.11 to prevent, oppose and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or remove such injunction; or (iii) if the Company Member Approval shall not have been obtained by the Consent Time. (c) by Company, if Parent or Merger Sub shall have breached in any material respect or failed to perform any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(d) and (B) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured (1) within 20 thirty days after the giving following Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date Company delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that Company is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement. (d) by Parent, if Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (B) cannot be cured by the End Date or, if curable, is not cured (1) within thirty days following Parent’s delivery of written notice to Company of such breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date Parent delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that Parent or Merger SubSub is not then in material breach of any representation, as applicablewarranty, except, agreement or covenant contained in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partyAgreement.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Companywhether before or after Company Stockholder Approval: (a) By by mutual written consent duly authorized by of the Boards of Directors of ParentCompany, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orAcquisition; (b) By by Parent or the Company Company, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Entity shall have issued an order, decree, ruling Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment ofMerger, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling Order or other action shall have become final and nonappealable; ornon-appealable; (c) By by Parent or the Company, if the Effective Time shall not have occurred on or before 5:00 p.m. (EST) on April 30, 2003 (the "Termination Date"); provided, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to fulfill or breach of any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; (d) by Parent, if due (i) any of the representations and warranties of the Company contained in this Agreement shall fail to an occurrence or circumstance be true and correct such that results in a failure to satisfy any the condition set forth in Annex ASection 6.2(a) would not be satisfied, Merger Sub or (ii) the Company shall have (A) breached or failed to commence comply with any of its obligations under this Agreement such that the Offer within 10 condition set forth in Section 6.2(b) would not be satisfied (in either case other than as a result of a material breach by Parent or Acquisition of any of their respective obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of thirty days following after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such thirty day period extend beyond the second day preceding the Termination Date); (e) by the Company, if (i) any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) Parent or Acquisition shall have breached or failed to comply with any of their respective obligations under this Agreement such that the condition set forth in Section 6.3(b) would not be satisfied (in either case other than as a result of a material breach by the Company of any of its obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of thirty days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such thirty day period extend beyond the second day preceding the Termination Date); (f) by Parent, if (i) the Board of Directors of the Company or the Special Committee shall have withdrawn or modified, in any manner which is materially adverse to Parent and/or Acquisition, its recommendation or approval of this Agreement and the Merger, (ii) the Board of Directors of the Company shall have failed to recommend to the Company's stockholders that they approve this Agreement and the Merger at the Special Meeting, (iii) the Board of Directors of the Company or the Special Committee shall have publicly approved or recommended any alternative Company Acquisition Proposal, (iv) a tender or exchange offer that would constitute an alternative Company Acquisition Proposal is commenced after the date of this Agreement and the Board of Directors of the Company or the Special Committee fails to recommend against the acceptance of such tender or exchange offer by the stockholders of the Company (including by means of taking no position with respect to the acceptance of such tender or exchange offer by the stockholders of the Company) within ten business days from the commencement thereof or (Bv) terminated if the Offer without having accepted Board of Directors of the Company or the Special Committee resolves to take any Shares for payment thereunderof the foregoing actions; provided, unless that the Company shall provide Parent prior written notice of its intention to take any action described in this Section 7.1(f), which notice must be received by Parent at least 72 hours prior to the Company's taking any such failure listed above action; (g) by the Company, if in the exercise of its good faith judgment as to its fiduciary duties to the stockholders of the Company, after consultation with outside counsel, the Board of Directors of the Company or the Special Committee determines that such termination is required by reason of a Superior Proposal having been made; provided, that the Company shall have been caused by or resulted from the failure provide Parent not less than 72 hours prior written notice of Parent or Merger Sub its intention to perform in any material respect any material covenant or agreement of either of them contained in terminate this Agreement or the material breach by Parent or Merger Sub of and/or enter into a definitive agreement with respect to any material representation or warranty of either of them contained in this AgreementSuperior Proposal; or (dh) By by Parent or the Company, upon approval of if the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of Special Meeting is held and the Company fails to satisfy obtain Company Stockholder Approval at the conditions set forth in paragraphs Special Meeting (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Mergeradjournment thereof). The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give written notice of such termination to the other partyparties.

Termination and Abandonment. This Agreement may be terminated and the Merger transactions contemplated hereby abandoned (i) by the mutual written consent of Buyer and the other Transactions may be abandoned Sellers; (ii) by Buyer or by Sellers at any time after 8 days following the date hereof if for any reason the Closing shall not have occurred on or prior to such date; provided, however, that the Effective Time, notwithstanding right to terminate under this SECTION 10(ii) shall not be available to any requisite approval and adoption of party whose failure to fulfill any obligation under this Agreement and or whose breach of any representation or warranty shall have been the transactions contemplated hereby by cause of, or resulted in, the stockholders failure of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company Closing to occur on or prior to Merger Sub's Election Datesuch date; (iii) by Buyer if there has been a material breach (or , if already qualified by materiality or Material Adverse Effect, a breach) on the part of Sellers in any representation, warranty or covenant of any Seller set forth herein, or if there has been any material failure on the part of any Seller to comply with its obligations hereunder; (biv) By Parent by Sellers if there has been a material breach (or, if already qualified by materiality or Material Adverse Effect, a breach) on the Company part of Buyer in the representations, warranties or covenants of Buyer set forth herein, or if (i) there has been any material failure on the Minimum Condition has not been satisfied during a ten (10) business day extension part of the Offer following the Initial Expiration Date, but all other conditions have been satisfied Buyer to comply with its obligations hereunder; or (iiv) by Buyer or Sellers if any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time on or prior to the Effective TimeClosing Date as follows: (a) by Buyer if a material breach of any provision of this Agreement has been committed by Sellers and such breach has not been waived by Buyer or cured by Sellers (Buyer agreeing to first notify Sellers in writing of such breach and to afford Sellers the opportunity to cure such breach for a period designated by Sellers by notice to Buyer upon receipt of Buyer's notice, notwithstanding in which event Buyer may not terminate this Agreement by reason of such breach unless Sellers shall have failed to cure the same by the end of such period so designated by Sellers; provided, however, that in no event shall the cure period so designated by Sellers extend beyond the Outside Date); (b) by Sellers if a material breach of any requisite approval provision of this Agreement has been committed by Buyer or Smithfield and adoption such breach has not been waived by Sellers or cured by Buyer or Smithfield (Sellers agreeing to first notify Buyer in writing of such breach and to afford Buyer or Smithfield the opportunity to cure such breach for a period designated by Buyer by notice to Sellers upon receipt of Sellers' notice, in which event Sellers may not terminate this Agreement by reason of such breach unless Buyer or Smithfield shall have failed to cure the same by the end of such period so designated by Buyer; provided, however, that in no event shall the cure period so designated by Buyer extend beyond the Outside Date); (c) by Buyer if any condition in Sections 9.1, 9.2, 9.3, 9.4, 9.6 or 9.7 has not been satisfied as of the Closing Date (subject, however, to Sellers' option to extend set forth in Section 9 with respect to Sections 9.1, 9.2, 9.4, 9.6 or 9.7) or if the satisfaction of such a condition by the Closing is or becomes impossible (other than through the failure of Buyer or Smithfield to comply with their obligations under this Agreement), and Buyer has not waived such condition on or before such date; (d) by Sellers if any condition in Sections 10.1, 10.2, 10.4, or 10.5 has not been satisfied as of the Closing Date (subject, however, to Buyer's option to extend set forth in Section 10 with respect to Sections 10.1, 10.2 or 10.5) or if the satisfaction of such a condition by the Closing Date is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement), and Sellers have not waived such condition on or before such date; (e) by mutual written consent of the parties hereto; (f) by either Buyer or Sellers, upon the consummation of an Alternative Transaction; (g) by Sellers if the condition in Section 10.3 has not been satisfied by the Outside Date; (h) by Buyer if the condition in Section 9.5 has not been satisfied by the Outside Date; or (i) by Sellers or Buyer if the Approval Order shall not have been entered by the Bankruptcy Court by the third (3/rd/) Business Day prior to the Outside Date. In the event of termination by any party as provided above, written notice shall promptly be given to the other party and each party shall pay its own expenses incident to the preparation for the consummation of this Agreement and the transactions contemplated hereby hereby. If validly terminated pursuant to this Section 13.1, this Agreement shall become wholly void and of no further force and effect without liability to Buyer, Smithfield, Foods, Industries or any of their respective Affiliates or Representatives, except that the obligations of Buyer under the confidentiality agreement delivered by Buyer and the stockholders obligations of the Company: (a) By mutual written consent duly authorized by parties under the Boards Deposit Escrow Agreement, this Section 13.1 and Sections 3.1, 7.10, 13.2, 13.3, 13.4, 13.5 and 14 of Directors of Parent, Merger Sub this Agreement shall remain in full force and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a effect. Within ten (10) business day extension days of the Offer following effectiveness of any such termination and, if applicable, the Initial Expiration Datepayment of the Break-up Fee or the applicable portion thereof, but all other conditions have been satisfied or (ii) any court Buyer shall deliver to Sellers copies of competent jurisdiction in each of the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant Title Commitments and Buyer's Surveys. Subject to the Offer or provisions of Section 13.4 and 13.5, Sellers shall instruct the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due Escrow Agent to an occurrence or circumstance that results in a failure release the Deposit to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following Buyer upon the date termination of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

Termination and Abandonment. This Agreement (a) The transactions contemplated herein may be terminated and the Merger and the other Transactions may be and/or abandoned at any time prior before or after approval thereof by the Company, Selling Stockholders or Buyer, but not later than the Closing Date: (i) by mutual consent of the Company, Selling Stockholders and Buyer; (ii) by Buyer on or before the Closing Date if any of the conditions provided for in Section 5 hereof for the benefit of such party shall not have been met and it appears reasonably likely in Buyer's sole and exclusive judgment that said condition cannot be met within a reasonable time; (iii) by the Company or Selling Stockholders on or before the Closing Date if any of the conditions provided for in Section 6 hereof for the benefit of such party shall not have been met on or before the date thirty (30) days following the date the Selling Stockholders shall have delivered to Buyer all of the documents and other information required under Section 5 hereof and it appears reasonably likely in Company's or Selling Stockholders' sole and exclusive judgment that said condition cannot be met within a reasonable time thereafter (b) In the event of termination and/or abandonment by the Company, Selling Stockholders or Buyer, or all of them, pursuant to subsection (a) above, written notice thereof shall forthwith be given to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement other party and the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) shall be terminated the Offer and/or abandoned, without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By further action the Company, upon approval of Selling Stockholders or Buyer. If the Boardtransactions contemplated by this Agreement are terminated and/or abandoned as provided herein, if (i) Merger Sub no party hereto shall have (A) failed any liability or further obligation to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure other party to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and whether before or after the transactions contemplated hereby by the stockholders of the CompanyRequired Shareholder Approval: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By Parent or by either the Company or Parent if (i) the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before October 17, 2023 (10the “End Date”) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or and (ii) the Party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached (and, in the case of Parent, Purchaser shall also not have breached) its obligations under this Agreement in any court of manner that shall have principally caused the failure to consummate the Arrangement on or before such date; (c) by either the Company or Parent if (i) any Governmental Body having competent jurisdiction in over Parent, Purchaser, the United States or other governmental authority Company shall have issued an ordera Legal Restraint, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action Legal Restraint shall have become final and nonappealable; ornonappealable and (ii) the Party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall not have breached or failed to perform its obligations under this Agreement in any manner that shall have principally caused the imposition of such Legal Restraint or the failure of such Legal Restraint to be resolved or lifted; (cd) By Parentby either the Company or Parent if (i) the Company Meeting (including any adjournment, recess, or postponement thereof) shall have concluded and the Required Shareholder Approval contemplated by this Agreement shall not have been obtained; and (ii) the Party seeking to terminate this Agreement pursuant to this Section 7.1(d) shall not have breached or failed to perform its obligations under this Agreement in any manner that shall have principally caused the failure to obtain the Required Shareholder Approval (e) by the Company, if due to an occurrence Parent or circumstance that results Purchaser shall have breached any representation, warranty, covenant, or agreement in this Agreement, in each case, which breach (i) would result in a failure to satisfy any of a condition set forth in Annex ASection 6.1, Merger Sub shall have Section 6.2(a), or Section 6.2(b) and (Aii) failed to commence is not cured in accordance with the Offer within 10 days following terms of Section 4.9; provided that the date Company is not then in breach of this Agreement any representation, warranty, agreement, or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained that would result in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the a failure of the Company to satisfy the conditions a condition set forth in paragraphs Section 6.1, Section 6.3(a), or Section 6.3(b); (f) or (g) of Annex Aby Parent, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until if the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representationsrepresentation, warrantieswarranty, covenants covenant, or other agreements contained agreement in this Agreement, in each case, which breach (i) would result in a failure to perform of a condition set forth in Section 6.1, Section 6.3(a), or Section 6.3(b) and (ii) is incapable not cured in accordance with the terms of being cured or has not been cured within 20 days after the giving of written notice to Section 4.9; provided that Parent or Merger SubPurchaser is not then in breach of any representation, as applicablewarranty, exceptagreement, or covenant in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant that would result in a failure of a condition set forth in Section 6.1, Section 6.2(a), or Section 6.2(b); (g) prior to this the time the Required Shareholder Approval is obtained, by the Company in order to accept a Superior Proposal and substantially concurrently enter into a binding written definitive acquisition agreement providing for the consummation of such transaction constituting a Superior Proposal; provided, that the Company has complied in all respects with the requirements of Section 8.1 5.1 and in all material respects with the requirements of ARTICLE V (other than pursuant Section 5.1) with respect to such Superior Proposal and, concurrently with such termination, pays (or causes to be paid) the fee specified in Section 8.1(a)7.3; and (h) shall give notice of such termination to by Parent, if the other partyCompany breaches ARTICLE V in any material respect.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Acceptance Time, notwithstanding whether before or after the Parent Shareholder Approval has been obtained: (a) by the mutual written consent of the Company and Parent (provided that the Company and Parent agree to meet not less than 7 days prior to the End Date (and, if the End Date is automatically extended pursuant to Section 9.1(b)(i), to meet again not less than 7 days prior to each revised End Date) to discuss the prospects of satisfying the conditions to the Offer, and to consider in good faith whether this right should be exercised); (b) by either the Company or Parent: (i) if (A) the Acceptance Time shall not have occurred on or before August 10, 2022 (the “End Date”); provided, however, that if on such date all of the conditions to the Offer, other than the conditions set forth in clause (G) of Exhibit D shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to November 10, 2022, which date shall thereafter be deemed to be the End Date; further provided, however, if on such date as extended by the immediately preceding proviso, all of the conditions to the Offer, other than the conditions set forth in clause (G) of Exhibit D shall have been satisfied or shall be capable of being satisfied at such time, the End Date shall automatically be extended to February 10, 2023 which date shall thereafter be deemed to be the End Date; and (B) the party seeking to terminate this Agreement pursuant to this Section 9.1(b)(i) shall not have breached its obligations under this Agreement in any requisite approval and adoption manner that shall have been the primary cause of the failure to consummate the transactions contemplated by this Agreement on or before such date; (ii) if any court of competent jurisdiction shall have issued or entered an Order permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such Order shall have become final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 9.1(b)(ii) shall have used such endeavours as required by Section 7.12 to prevent, oppose and remove such injunction; (iii) if the Offer shall have terminated or expired in accordance with its terms (subject to the rights and obligations of Topco and Parent to extend the Offer pursuant to Section 3.1(f)(ii)) without Topco having accepted for payment any Company Shares pursuant to the Offer; provided that the party seeking to terminate this Agreement pursuant to this Section 9.1(b)(iii) shall not have breached its obligations under this Agreement in any manner that shall have been the primary cause of the failure to consummate the Offer; (iv) if the Parent Meeting (including any adjournments or postponements thereof) shall have concluded and the Parent Shareholder Approval shall not have been obtained; or (v) if a final merger control decision is issued by either the CMA or NCA that either prohibits one or more of the transactions contemplated hereby by this Agreement, or prevents the stockholders consummation of the transactions contemplated by this Agreement without the carrying out of a Non-Required Remedy Action; (c) by the Company: (ai) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By if Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) breached or failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in clause 8.1(b) or clause 8.1(d) hereof or failure of the Closing to occur and (B) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured (1) within 20 fifteen (15) days after following the giving Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or Merger Subfailure) or (2) within any shorter period of time that remains between the date the Company delivers the notice described in the foregoing subclause (i) and the day prior to the End Date; provided that the Company is not then in material breach of any warranty, as applicable, exceptagreement or covenant contained in this Agreement; (ii) at any time prior to receipt of the Parent Approvals and Parent Shareholder Approval if the Parent Board has given effect to a Parent Change of Recommendation; or (iii) if each of the following applies: (A) any of the following applies, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination each case in relation to the other party.transactions (or parts thereof) contemplated by this agreement:

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders whether before or (except as provided below) after receipt of the CompanyCompany Shareholder Approval: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By Parent or by either the Company or Parent if (i) the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before November 19, 2007 (10the “End Date”) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any court of competent jurisdiction material respect its obligations under this Agreement in any manner that shall have proximately caused the United States failure to consummate the Merger on or other governmental authority before the End Date; (c) by either the Company or Parent if a Governmental Entity shall have issued an or entered a judgment, order, decree, ruling injunction or decree or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such judgment, order, decree, ruling injunction or decree or any other action shall have become final and nonappealablenon-appealable; orprovided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to have such injunction lifted; (cd) By Parentby either the Company or Parent if the Company Meeting (including any postponements or adjournments thereof) shall have concluded and the Company Shareholder Approval shall not have been obtained; provided that the party seeking to terminate this Agreement pursuant to this Section 7.1(d) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused the failure to obtain the Company Shareholder Approval; (e) by the Company, if due to an occurrence Parent or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) breached or failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant of its representations, warranties, covenants or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.2 (assuming the date of such determination is the Closing Date) and (ii) cannot be cured by the End Date; orprovided that the Company shall have given Parent written notice, delivered at least thirty (30) days prior to such termination, stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such termination; (df) By by the Company, upon approval of prior to obtaining the BoardCompany Shareholder Approval, pursuant to and in compliance with Section 5.3(d); (g) by Parent, if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (i) Merger Sub would result in a failure of a condition set forth in Section 6.3 (assuming the date of such determination is the Closing Date) and (ii) cannot be cured by the End Date; provided that Parent shall have given the Company written notice, delivered at least thirty (30) days prior to such termination, stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(g) and the basis for such termination; and (h) by Parent, if the Board of Directors or any committee thereof shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval recommendation to the Company’s shareholders that they give the Company Shareholder Approval, (B) recommended or recommendation approved, or failed to recommend against, or taken a neutral position with respect to, any proposal or offer for an Alternative Acquisition or determined that an Acquisition Proposal constitutes a Company Superior Proposal, (C) resolved to do any of the Offer, this Agreement foregoing or (D) failed to reaffirm its recommendation to the Merger in order to approve a Superior Proposal; provided, however, Company’s shareholders that such termination under this clause (ii) shall not be effective until they give the Company has Shareholder Approval within five (5) business days of receipt of a written request to do so by Parent which request is made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with after any person makes a mutually acceptable escrow agent $2 million proposal for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partyan Alternative Acquisition.

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders whether before or after receipt of the CompanyWendy’s Shareholder Approval or the Triarc Stockholder Approval: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Wendy’s and the Company prior to Merger Sub's Election Date; orTriarc; (b) By Parent by either Wendy’s or the Company Triarc if (i) the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before December 31, 2008 (10the “End Date”) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any court material respect any of competent jurisdiction its obligations under this Agreement in the United States or other governmental authority any manner that shall have issued proximately caused the failure to consummate the Merger on or before such date; (c) by either Wendy’s or Triarc if an injunction, order, decree, decree or ruling or taken any other action shall have been entered permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action injunction shall have become final and nonappealablenon-appealable; orprovided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to have such injunction, order, decree or ruling lifted; (cd) By Parent, by either Wendy’s or Triarc (i) if due to an occurrence the Wendy’s Meeting (including any postponements or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub adjournments thereof) shall have (A) failed to commence concluded and the Offer within 10 days following the date of this Agreement Wendy’s Shareholder Approval shall not have been obtained or (Bii) terminated if the Offer without having accepted Triarc Meeting (including any Shares for payment thereunder, unless any such failure listed above postponements or adjournments thereof) shall have concluded and the Triarc Stockholder Approval shall not have been caused obtained; (e) by Wendy’s if it shall not have breached or resulted from the failure of Parent or Merger Sub failed to perform in any material respect any material covenant of its representations, warranties, covenants or agreement of either of them agreements contained in this Agreement or the material breach by Parent and if Triarc or Merger Sub of shall have breached or failed to perform in any material representation respect any of its representations, warranties, covenants or warranty of either of them agreements contained in this Agreement; or (d) By the Company, upon approval of the Board, if which breach or failure to perform (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the would result in a failure of the Company to satisfy the conditions a condition set forth in paragraphs Section 6.1 or 6.2 and (ii) cannot be cured by the End Date or, if it can be so cured, shall not have been cured within thirty (30) days following receipt of written notice of such breach or failure to perform, stating Wendy’s intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such termination; (f) or (g) of Annex A, (ii) by Wendy’s prior to the purchase receipt of Shares pursuant to the OfferWendy’s Shareholder Approval, if the Board of Directors shall have withdrawn or modified in approved, and Wendy’s shall promptly following such termination enter into, a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve definitive agreement providing for a Wendy’s Superior Proposal; provided, however, that such termination (i) Wendy’s shall have complied with its obligations under this clause Section 5.3B, and (ii) Wendy’s shall not be effective until have previously or concurrently made the Company has made payment required by Section 7.2; (g) by Wendy’s, if (i) the Triarc Board of Directors (or any committee thereof) shall have effected a Triarc Recommendation Withdrawal, (ii) Triarc shall have failed to Parent of include the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or Triarc Recommendation in the Proxy Statement, (iii) Parent the Triarc Board of Directors (or Merger Sub any committee thereof) shall have recommended or approved any Triarc Takeover Proposal, (iv) the Triarc Board of Directors shall have failed to publicly reaffirm the Triarc Recommendation within five (5) Business Days following receipt of a written request by Wendy’s to provide such reaffirmation following a Triarc Takeover Proposal or (v) Triarc shall have materially breached any of the provisions of Section 5.3A or failed to hold the Triarc Meeting or to use reasonable best efforts to solicit proxies in favor of the approval of the stockholders of Triarc of the Triarc Stockholder Approval Matters; (h) by Triarc if it shall not have breached or failed to perform in any material respect any of their respective its representations, warranties, covenants or other agreements contained in this Agreement and if Wendy’s shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or 6.3 and (ii) is incapable of being not or cannot be cured or has by the End Date; or, if it can be so cured, shall not have been cured within 20 thirty (30) days after the giving following receipt of written notice of such breach or failure to Parent or Merger Subperform, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring stating Triarc’s intention to terminate this Agreement pursuant to this Section 8.1 7.1(h) and the basis for such termination; (other than pursuant i) by Triarc prior to the receipt of the Triarc Stockholder Approval, if the Triarc Board of Directors shall have approved, and Triarc shall promptly following such termination enter into, a definitive agreement providing for a Triarc Superior Proposal; provided, however, that Triarc shall have complied with its obligations under Section 8.1(a)5.3A. (j) by Triarc, if (i) the Board of Directors (or any committee thereof) shall give notice have effected a Recommendation Withdrawal, (ii) Wendy’s shall have failed to include the Recommendation in the Proxy Statement, (iii) the Board of Directors (or any committee thereof) shall have recommended or approved any Wendy’s Takeover Proposal, (iv) the Board of Directors shall have failed to publicly reaffirm the Recommendation within five (5) Business Days following receipt of a written request by Triarc to provide such termination reaffirmation following a Wendy’s Takeover Proposal or (v) Wendy’s shall have materially breached any of the provisions of Section 5.3B or failed to hold the other party.Wendy’s Meeting or to use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and to obtain the Wendy’s Shareholder Approval;

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (a) By by mutual written consent duly authorized by agreement of the Boards of Directors of Parent, Merger Sub Seller and the Company prior to Merger Sub's Election DatePurchaser; or (b) By Parent or by the Company Purchaser by Notice to the Seller, if (i) the Minimum Condition has conditions set forth in Section 4.2 have not been satisfied during a ten or the deliveries required by Section 4.4 shall not have been complied with and performed, and any such noncompliance or nonperformance shall not have been cured or eliminated (10or by its nature cannot be cured or eliminated) business day extension on or before the Cut-Off Date unless such failure shall be due to the failure of the Offer following the Initial Expiration Date, but all other conditions have been satisfied Purchaser to comply with any of its obligations to be performed or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant complied with by it prior to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealableClosing; or (c) By Parentby the Seller by Notice to the Purchaser, if due to an occurrence or circumstance that results in a failure to satisfy any condition the conditions set forth in Annex A, Merger Sub Section 4.3 have not been satisfied or the deliveries required by Section 4.5 have not been complied with and performed and such noncompliance or nonperformance shall not have been cured or eliminated (Aor by its nature cannot be cured or eliminated) failed to commence on or before the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunderCut-Off Date, unless any such failure listed above shall have been caused by or resulted from be due to the failure of Parent the Seller to comply with any of its obligations to be performed or Merger Sub complied with by it prior to perform the Closing; or (d) by the Purchaser if the Closing has not occurred on or before the Cut-Off Date, or such later date as the Parties may agree upon, unless the Purchaser is in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent of or Merger Sub of any material representation or warranty of either of them contained in default under this Agreement; or (de) By by the CompanySeller if the Closing has not occurred on or before the Cut-Off Date, upon approval or such later date as the Parties may agree upon, unless the Seller or the Shareholder is in material breach of or default under this Agreement; or (f) by the Purchaser, within 2 Business Days after the expiration of the BoardDue Diligence Period, as extended, if the Purchaser is dissatisfied with its due diligence inspections; or (g) by either Party, after the expiration of the OA Prep Period, if the form of the Operating Agreement, the MEG Lease Agreement, or the E & W Lease Agreement has not been substantially agreed upon, with the substantial form thereof being appended to this Agreement through Amendment to this Agreement, with such Operating Agreement to be executed by the Parties at Closing; or (h) by either Party, if there shall be a final non-appealable order of a court of competent jurisdiction in effect preventing the Closing; or (i) Merger Sub by either Party, if a Manufacturer shall have (A) failed exercise, or purport to commence the Offer within 10 days following the date exercise, any right of this Agreement first refusal to purchase all or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure material portion of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partyDealership Assets.

Termination and Abandonment. SECTION 7.01 This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing Date: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Purchaser and the Company prior to Merger Sub's Election Date; orSeller (b) By by Purchaser, in writing, if Arch Parent or the Company if Seller shall have (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant their agreements contained herein required to be performed by them on or agreement of either of them contained in this Agreement prior to the Closing Date, or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have materially breached in any material respect any of their respective representations, warranties, covenants representations or other agreements warranties contained in this Agreementherein, which failure to perform or breach is incapable of being cured or has not been cured within 20 twenty (20) days after the giving of written notice to Purchaser notifies Arch Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring Seller of its intent to terminate this Agreement pursuant to this subsection (b) of Section 8.1 7.01; (other than c) by Seller, in writing, if Purchaser shall have (i) failed 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 breached any of its representations or warranties contained herein, which failure or breach is not cured within twenty (20) days after Seller notifies Purchaser of its intent to terminate this Agreement pursuant to this subsection (c) of Section 8.1(a7.01; (d) by Purchaser, in writing, at any time on or prior to June 14, 2004 (the “Due Diligence End Date”), if Purchaser notifies Seller in writing that the results of its due diligence investigation are unsatisfactory to Purchaser; provided, that, Purchaser may deliver to Seller, not later than the Due Diligence End Date, written notice enumerating any matters reasonably acceptable to Seller with respect to which Purchaser requires additional due diligence, in which case, with respect to such matters only, the Due Diligence End Date shall be June 24, 2004. (e) by Seller or Purchaser, in writing, if the Closing has not occurred on or before September 30, 2004; provided, that the right to terminate this Agreement under this Section 7.01(e) shall give notice not be available to any party whose failure, or whose Affiliate’s failure, to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of such conditions to have been complied with, performed or satisfied prior to such date; and provided, further, that such date may be extended, in the sole discretion of either Seller or Purchaser, to November 1, 2004, if the sole condition to Closing that is not yet capable of being satisfied is the approval of any state insurance regulatory body; (f) by Purchaser or Seller, in writing, if there shall be any order writ, injunction or decree of any court or government entity binding on Arch Parent, Seller or Purchaser which prohibits or restrains Arch Parent, Seller or Purchaser from consummating the transactions contemplated hereby; provided, however, that the party seeking termination under this Section 7.01(f) shall have used its reasonable best efforts, and its applicable Affiliates shall have used their reasonable best efforts, to have any such order, writ, injunction or decree lifted; and (g) by Arch Parent or Seller at any time on or prior to the Due Diligence End Date, if Arch Parent or Seller has a reasonable basis to believe that Purchaser is seeking to materially modify the Agreement and either Arch Parent or Seller has not obtained the approval of its respective Board of Directors for such modified agreement. SECTION 7.02 If this Agreement is terminated in accordance with Section 7.01 hereof, this Agreement shall become null and void and have no further force and effect, and no party hereto shall have any liability to any other partyparty hereto or its respective shareholders, members or directors, officers, managers or other Affiliates in respect thereof, except that the obligations set forth in the confidentiality agreement, dated as of March 31, 2004 (the “Confidentiality Agreement”), executed by AIIHC and Wand Partners, Inc., an affiliate of Purchaser, and in Article X hereof shall survive any such termination; provided, however, that nothing herein shall relieve any party from liability for the breach of this Agreement.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyNAVIO or NCI: (a) By the mutual written consent duly authorized by of the Boards of Directors of Parent, Merger Sub NCI and the Company prior to Merger Sub's Election Date; orNAVIO; (b) By Parent NCI or by NAVIO at any time after July 31, 1997 (or such later date as shall have been agreed to in writing by them, acting through their respective Boards of Directors) if the Company Merger for any reason has not by such date become effective; PROVIDED, HOWEVER, that this provision shall not be available to NCI if (iNAVIO has the right to terminate this Agreement under Section 11.1(e) or to NAVIO if NCI has the Minimum Condition right to terminate this Agreement under Section 11.1(d); provided further, that such date shall be extended automatically if the only condition to closing set forth in Articles VII, VIII and IX which has not been satisfied during is the condition set forth in Section 7.2 of this Agreement (but, in no event, past September 30, 1997 without the written consent of NCI and NAVIO). (c) By either NCI or NAVIO if a ten (10) business day extension permanent injunction or other order by any federal or state court would make illegal or otherwise restrain or prohibit the consummation of the Offer following the Initial Expiration Date, but all other conditions Merger shall have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (cd) By ParentNCI if there has been a material breach of any representation, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex Awarranty, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or on the material part of NAVIO and such breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 15 business days after the giving of written notice to Parent NAVIO (PROVIDED, that NCI is not in material breach of the terms of this Agreement; and PROVIDED FURTHER, that no cure period shall be required for a breach which by its nature cannot be cured); and (e) By NAVIO if there has been a material breach of any representation, warranty, covenant or Merger Subagreement contained in this Agreement on the part of NCI and such breach has not been cured within 15 business days after written notice to NCI (PROVIDED, as applicablethat NAVIO is not in material breach of the terms of this Agreement; and PROVIDED FURTHER, except, in any case, such failures that no cure period shall be required for a breach which are by its nature cannot reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Mergerbe cured). The power of termination provided for by this Section 11 may be exercised for NCI or NAVIO only by their respective Boards of Directors and will be effective only after written notice thereof, signed on behalf of the party desiring for which it is given by its Chief Executive Officer or other duly authorized officer, shall have been given to terminate the other. If this Agreement pursuant to is terminated in accordance with this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to 11.1, the other partyMerger will be abandoned without further action by NCI or NAVIO.

Termination and Abandonment. 1. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub AQUA MOTION and the Company prior to Merger Sub's Election Date; orCONTROLLING ROAST SHAREHOLDER; (b) By Parent or by AQUA MOTION if all the Company if (i) the Minimum Condition has conditions set forth in Article VIII of this Agreement shall not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or waived on or before the Closing date; (iic) by the CONTROLLING ROAST SHAREHOLDER, if all the conditions set forth in Article IX of this Agreement shall not have been satisfied or waived on or before the Closing date; (d) by the CONTROLLING ROAST SHAREHOLDER or AQUA MOTION if the other party or parties hereto fail to comply in any material respect with any of its or their covenants or agreements contained herein, or breaches its or their representations and warranties in any material way; (e) by the CONTROLLING ROAST SHAREHOLDER or by AQUA MOTION if a court of competent jurisdiction in the United States or other governmental authority governmental, regulatory or administrative agency or commission shall have issued an order, decree, ruling decree or taken any other action restraining(which order, enjoining decree or ruling the parties hereto shall use their best efforts to lift) which permanently restrains, enjoins or otherwise prohibiting prohibits the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused transactions contemplated by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By 2. In the Company, upon approval event of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date termination and abandonment of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) 1 of this Article X, written notice thereof shall forthwith be given to the other party or parties and has deposited with a mutually acceptable escrow agent $2 million for reimbursement this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by the CONTROLLING ROAST SHAREHOLDER or AQUA MOTION. If this Agreement is terminated as provided herein, no party to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub this Agreement shall have breached in any material respect liability or further obligation to any of their respective representations, warranties, covenants or other agreements contained in party to this Agreement; PROVIDED, which failure to perform is incapable HOWEVER, that no termination of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) Article X shall give notice relieve any party of liability for breach of any provision of this Agreement occurring before such termination to the other partytermination.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions transactions contemplated hereby may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (ai) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Liberty and the Company prior to Merger Sub's Election Date; orCompany; (b) By Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) by either the Company, on the one hand, or Liberty, on the other hand: (A) if the Merger shall not have been consummated on or before March 31, 2000 (the "End Date"), provided that the right to terminate this Agreement pursuant to this clause (ii)(A) shall not be available to any party whose failure to perform any of its obligations under this Agreement has been the cause of or resulted in the failure of the Merger to be consummated on or before such date; (B) if there has been a material breach of any representation, warranty, covenant or agreement on the part of the other party contained in this Agreement, and such breach is not curable prior to the End Date; (C) if any court of competent jurisdiction in the United States or other governmental authority competent Governmental Entity shall have issued an order, decree, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (BD) terminated if, at the Offer without having accepted any Shares for payment thereunderSpecial Meeting, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure stockholders of the Company fail to satisfy approve and adopt the conditions set forth in paragraphs (f) or (g) of Annex AMerger Proposal by the requisite vote, (ii) prior provided that the Company shall not be permitted to the purchase of Shares terminate pursuant to this clause (D) if the Offer, the Company Board shall have withdrawn or modified modified, in a manner adverse to Merger Sub Parent or Parent Liberty, its approval or recommendation of the OfferMerger; (iii) by Liberty, this Agreement whether prior to or after the Special Meeting, if the Company Board withdraws or modifies, in a manner adverse to Parent or Liberty, its approval or recommendation of the Merger (it being understood that disclosure by the Company of its receipt of an Alternative Proposal and the terms thereof shall not alone constitute a withdrawal or modification of such position or an approval or recommendation of such Alternative Proposal); (iv) by either the Company, on the one hand, or Liberty on the other hand, if (A) the Company Board authorizes the Company, subject to compliance with this Agreement, to enter into a binding written agreement concerning a transaction that constitutes a Superior Proposal and the Company notifies Parent and Liberty in order writing that it intends to approve enter into such an agreement, attaching the most current version of such agreement to such notice (which version shall be updated on a current basis); (B) Liberty does not make, within two business days of receipt of the Company's written notification of its intention to enter into a binding agreement for a Superior Proposal, an offer that the Company Board determines, in good faith after consultation with its financial advisors, is at least as favorable to the stockholders of the Company as the Superior Proposal; provided, however, and (C) the Company shall have complied with Section 7.5. The Company agrees to notify Parent and Liberty promptly if its intention to enter into a written agreement referred to in its notification shall change at any time after giving such notification; or (v) by the Company if Liberty delivers an LMC Notice; provided that such termination under this clause (ii) shall not be effective until the Company has made payment not received an LMC Withdrawal Notice more than 72 hours prior to Parent the time that the Company provides Liberty with notice of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Mergertermination. The party desiring to terminate this Agreement pursuant to this Section 8.1 9.1 (other than pursuant to Section 8.1(a9.1(i)) shall give notice of such termination to the other party.

Termination and Abandonment. This Agreement may be terminated and abandoned prior to the Merger Closing as follows: (a) Buyer and the other Transactions Seller may be abandoned terminate this Agreement by mutual written consent at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orClosing; (b) By Parent Buyer or Seller may terminate this Agreement if the Company if Closing shall not have occurred on or before the date which is five (5) business days following the Effective Date (the “Closing Expiration Date”); (c) Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (i) in the Minimum Condition event Seller has not been satisfied during breached any material representation, warranty, or covenant contained in this Agreement in any material respect, Buyer has notified Seller of the breach, and the breach has continued without cure for a ten period of two (102) business day extension days after the notice of the Offer following the Initial Expiration Date, but all other conditions have been satisfied breach or (ii) any court by reason of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares failure of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date precedent under Section 12 of this Agreement or other than conditions with respect to actions the respective Parties will take at the Closing itself (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent results from Buyer breaching any representation, warranty, or Merger Sub covenant contained in this Agreement); (d) Seller may terminate this Agreement by giving written notice to perform the Buyer at any time prior to the Closing (i) in the event Buyer has breached any material respect any material representation, warranty, or covenant or agreement of either of them contained in this Agreement in any material respect, Seller has notified Buyer of the breach, and the breach has continued without cure for a period of two (2) business days after the notice of breach or (ii) by reason of the material breach by Parent or Merger Sub failure of any material representation condition precedent under Section 11 of this Agreement other than conditions with respect to actions the respective Parties will take at the Closing itself (unless the failure results from any Seller breaching any representation, warranty, or warranty of either of them covenant contained in this Agreement); or (d) By the Companyor EXCEPT AS MORE SPECIFICALLY PROVIDED IN THIS SECTION 19.2, upon approval of the BoardANY TERMINATION OF THIS AGREEMENT SHALL ONLY BE EFFECTIVE UPON WRITTEN NOTICE, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunderEXECUTED BY BUYER OR SELLER AS THE CASE MAY BE, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partyAND DELIVERED HEREOF TO ALL OTHER PARTIES IN ACCORDANCE WITH SECTION 22.11.

Termination and Abandonment. Any Party desiring to terminate this Agreement pursuant to this Section 8.1 shall give notice to the other party in accordance with Section 9.5. This Agreement, the Stock Option Agreement and the Voting Agreements may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the Company: (a) By by mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orCompany; (b) By by either Parent or the Company Company, if (i) prior to the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration DateEffective Time, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Authority shall have issued an order, decree, decree or ruling or taken any other action action, in each case permanently restraining, enjoining or otherwise prohibiting all or any material part of the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger Transactions and such order, decree, ruling or other action shall have become final and nonappealablenon- appealable; oror (ii) the Merger shall not have been completed by June 30, 1999; (c) By by Parent, if (i) the Offer is terminated or expires without the purchase of any Shares thereunder, unless such termination or expiration has been caused by the failure of Parent or Newco to perform in any material respect its obligations under this Agreement, (ii) due to an occurrence or circumstance that results that, if occurring after the commencement of the Offer, could reasonably be expected to result in a failure to satisfy any condition of the conditions set forth in Annex AII hereto, Merger Sub or (iii) Parent and Newco shall have (A) failed to commence the Offer within 10 days on or prior to the fifth U.S. Business Day following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from initial public announcement of the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orOffer; (d) By the Company, upon approval of the Board, if by Parent if: (i) Merger Sub the Company Board shall have (A) failed resolved to commence the Offer within 10 days following the date enter into a letter of this Agreement intent, agreement in principle or (B) terminated the Offer without having accepted similar agreement, whether or not legally binding, or into any Shares for payment thereunder, unless such failure definitive written agreement with respect to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, an Alternative Transaction with a Third Party; (ii) prior to a Third Party has commenced a tender offer, proxy solicitation or exchange offer for any shares of capital stock of the purchase of Shares pursuant to Company; (iii) the Offer, the Company Board shall have withdrawn withdrawn, or modified or amended in a manner adverse to Merger Sub Parent or Parent Newco, its approval or recommendation of the OfferOffer and the Merger, this Agreement or approved, recommended or endorsed any proposal for an Alternative Transaction; (iv) SoundView Financial Group shall have withdrawn the Fairness Opinion; or (v) the required approval of the shareholders of the Company shall not have been obtained by reason of a failure to obtain the required vote at a duly held meeting of shareholders or at any adjournment thereof; (e) by either Parent or Newco, on the one hand, or the Merger in order to approve a Superior Proposal; providedCompany, howeveron the other hand, that such termination under this clause (ii) shall not be effective until if the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub other Party shall have breached failed to comply in any material respect with any of their respective representations, warranties, covenants covenant or other agreements obligation contained in this AgreementAgreement to be complied with or performed by such Party at or prior to such date of termination; or (f) by the Company, which if, prior to acceptance for payment of Shares by Newco under the Offer, the Company shall have done each of the following: (i) entered into a definitive written agreement with respect to an Alternative Transaction with a Third Party; (ii) determined, after receipt of written advice from legal counsel to the Company Board, that the failure to perform is incapable of being cured or has not been cured within 20 days after take such action as described in the giving of written preceding clause (i) would cause the Company Board to violate its fiduciary duties to the Company's shareholders under Applicable Law; and (iii) given notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring and Newco of its intent to terminate this Agreement pursuant and of the terms and conditions of the Alternative Transaction, such notice to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination be given at least five Business Days prior to the other partydate of termination of this Agreement.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing: (a) By by mutual written consent duly authorized by agreement of the Boards of Directors of Parent, Merger Sub Seller and the Company prior to Merger Sub's Election DatePurchaser; or (b) By Parent or by the Company Purchaser by Notice to the Seller, if (i) the Minimum Condition has conditions set forth in Section 4.2 have not been satisfied during a ten or the deliveries required by Section 4.4 shall not have been complied with and performed, and any such noncompliance or nonperformance shall not have been cured or eliminated (10or by its nature cannot be cured or eliminated) business day extension on or before the Cut-Off Date unless such failure shall be due to the failure of the Offer following the Initial Expiration Date, but all other conditions have been satisfied Purchaser to comply with any of its obligations to be performed or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant complied with by it prior to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealableClosing; or (c) By Parentby the Seller by Notice to the Purchaser, if due to an occurrence or circumstance that results in a failure to satisfy any condition the conditions set forth in Annex A, Merger Sub Section 4.3 have not been satisfied or the deliveries required by Section 4.5 have not been complied with and performed and such noncompliance or nonperformance shall not have been cured or eliminated (Aor by its nature cannot be cured or eliminated) failed to commence on or before the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunderCut-Off Date, unless any such failure listed above shall have been caused by or resulted from be due to the failure of Parent the Seller to comply with any of its obligations to be performed or Merger Sub complied with by it prior to perform the Closing; or (d) by the Purchaser if the Closing has not occurred on or before the Cut-Off Date, or such later date as the Parties may agree upon, unless the Purchaser is in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent of or Merger Sub of any material representation or warranty of either of them contained in default under this Agreement; or (de) By by the CompanySeller if the Closing has not occurred on or before the Cut-Off Date, upon approval of or such later date as the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunderParties may agree upon, unless such failure to pay for Shares shall have been caused by the Seller or resulted from the failure Shareholder is in material breach of the Company to satisfy the conditions set forth in paragraphs or default under this Agreement; or (f) or by the Purchaser, by notice within 1 Business Day after the expiration of the Due Diligence Period if the Purchaser is dissatisfied with its due diligence inspections; or (g) by either Party, if there shall be a final non-appealable order of Annex Aa court of competent jurisdiction in effect preventing the Closing; or (h) by either Party, (ii) prior if the Manufacturer shall exercise, or purport to the exercise, any right of first refusal to purchase of Shares pursuant to the Offer, the Board shall have withdrawn all or modified in a manner adverse to Merger Sub or Parent its approval or recommendation any material portion of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partyPurchased Assets.

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders whether before or (except as provided below) after receipt of the CompanyCompany Shareholder Approval: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By by the Parent if (i) the Effective Time shall not have occurred on or before July 31, 2008 (the “Parent End Date”) and (ii) the Parent shall not have failed to perform its obligations under this Agreement in any manner that shall have proximately caused the failure to consummate the Merger on or before the Parent End Date; (c) by the Company if (i) the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before August 31, 2008 (10the “Company End Date”) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or and (ii) the Company shall not have failed to perform its obligations under this Agreement in any court of competent jurisdiction in manner that shall have proximately caused the United States failure to consummate the Merger on or other governmental authority before the Company End Date; (d) by either the Company or Parent if either (i) a Governmental Entity shall have issued an or entered a judgment, order, decree, ruling injunction or decree or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such judgment, order, decree, ruling injunction or decree or any other action shall have become final and nonappealablenon-appealable or (ii) a Governmental Entity shall have issued or entered a judgment, order, injunction or decree or taken any other action permanently or temporarily restraining, enjoining or otherwise prohibiting, restraining or enjoining the consummation of the Merger, but only if such judgment, order, injunction or decree or other action shall not have been dismissed or otherwise vacated within 45 days of original entry thereof; orprovided that in either case the party seeking to terminate this Agreement pursuant to this Section 7.1(d) shall have used its reasonable best efforts to have such judgment, order, injunction or decree lifted; (ce) By Parent, by either the Company or Parent if due the Company Meeting (including any postponements or adjournments thereof) shall have concluded and the Company Shareholder Approval shall not have been obtained; provided that the party seeking to an occurrence or circumstance terminate this Agreement pursuant to this Section 7.1(e) shall not have failed to perform its obligations under this Agreement in any manner that results in a shall have proximately caused the failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence obtain the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; orCompany Shareholder Approval; (df) By by the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached or failed to perform in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.2 (assuming the date of such determination is incapable of being cured or the Closing Date) and (ii) has not been cured within 20 30 days after the giving of written notice to the Parent or and Merger SubSub of such breach; provided that the Company shall have given Parent and Merger Sub written notice, as applicabledelivered at least 30 days prior to such termination, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete stating the Offer or the Merger. The party desiring Company’s intention to terminate this Agreement pursuant to this Section 8.1 7.1(f) and the basis for such termination; (other than g) by the Company, prior to obtaining the Company Shareholder Approval, pursuant to and in compliance with Section 5.3(e); (h) by Parent, if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.3 (assuming the date of such determination is the Closing Date) and (ii) has not been cured within 30 days after the giving of written notice to the Company of such breach; provided that Parent shall have given the Company written notice, delivered at least 30 days prior to such termination, stating Parent’s intention to terminate this Agreement pursuant to this Section 7.1(h) and the basis for such termination; (i) by Parent, if the Board of Directors or any committee thereof shall have (A) made or publicly proposed to make a Change of Recommendation, (B) recommended or approved (or publicly proposed to recommend or approve), or failed to recommend against, or taken a neutral position with respect to, any proposal or offer for an Alternative Acquisition or determined that an Acquisition Proposal constitutes a Company Superior Proposal, (C) resolved to do any of the foregoing or (D) failed to reaffirm the Company Recommendation to the Company’s shareholders that they give the Company Shareholder Approval within three business days of receipt of a written request to do so by Parent; (j) by Parent, if the Company shall have materially breached any of its obligations under Section 5.3 or if the Company has delivered to Parent or Merger Sub a notice pursuant to Section 8.1(a5.3(d) or Section 5.3(e); and (k) shall give notice of such termination By Parent, if the Company’s expenses (both incurred and expected) relating to the transactions contemplated by this Agreement, including all legal, accounting, financial advisory, strategic advisory, consulting, compensation and other partyexpenses, exceed the Company’s budget for such expenses set forth in Section 7.1(k) of the Company Disclosure Schedule.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval Offer Closing: (a) by the mutual written consent of the Company and adoption of Parent; (b) by either the Company or Parent: (i) if (A) the Offer shall not have been consummated in accordance with its terms and this Agreement on or before September 12, 2022 (the “End Date”) or (B) the Offer is terminated or withdrawn pursuant to its terms and this Agreement without any Shares being purchased thereunder; provided that the transactions contemplated hereby right to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not be available to any party that has breached in any material respect any representation, warranty, covenant or agreement set forth in this Agreement in any manner that shall have contributed to the failure to consummate the Offer on or before the End Date; or (ii) if any Governmental Entity of competent jurisdiction shall have issued or entered an Order permanently enjoining or otherwise prohibiting the Offer Closing or the Merger and such injunction shall have become final and non-appealable; (c) by the stockholders of the Company: (ai) By mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or (b) By if Parent or the Company if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) breached or failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform is incapable (A) would result in a failure of being cured or has the consummation of the Transactions and (B) cannot been be cured within 20 thirty (30) days after following the giving Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or failure); provided that the Company is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement; (ii) if (A) the Company Board shall have authorized the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal in accordance with Section 6.4, (B) within two (2) Business Days of such termination, the Company shall have paid the Termination Fee to Parent pursuant to Section 8.3(a) and (C) concurrently with the termination of this Agreement, the Company enters into an Alternative Acquisition Agreement with respect to the Superior Proposal referred to in clause (A); or (iii) if Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely Sub shall have failed to affect adversely Parent's or Merger Sub's ability to complete commence the Offer in accordance with Section 2.1(a) or consummate the Merger. The party desiring to Offer in accordance with Section 2.1(d); provided that the Company may not terminate this Agreement pursuant to this Section 8.1 8.1(c)(iii) if such failure to commence or consummate the Offer resulted from the breach of this Agreement by the Company; and (d) by Parent: (i) if a Change of Recommendation shall have occurred; or (ii) if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other than pursuant agreements contained in this Agreement, which breach or failure to Section 8.1(a)perform (A) shall give would result in a failure of a condition set forth in Exhibit A of this Agreement and (B) cannot be cured within thirty (30) days following Parent’s delivery of written notice to the Company of such termination to breach (which notice shall specify in reasonable detail the other partynature of such breach or failure); provided that Parent or Merger Sub is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement.

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders whether before or after receipt of the CompanyWendy’s Shareholder Approval or the Triarc Stockholder Approval: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Wendy’s and the Company prior to Merger Sub's Election Date; orTriarc; (b) By Parent by either Wendy’s or the Company Triarc if (i) the Minimum Condition has Effective Time shall not been satisfied during a ten have occurred on or before December 31, 2008 (10the “End Date”) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or and (ii) the party seeking to terminate this Agreement pursuant to this Section 7.1(b) shall not have breached in any court material respect any of competent jurisdiction its obligations under this Agreement in the United States or other governmental authority any manner that shall have issued proximately caused the failure to consummate the Merger on or before such date; (c) by either Wendy’s or Triarc if an injunction, order, decree, decree or ruling or taken any other action shall have been entered permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action injunction shall have become final and nonappealablenon-appealable; orprovided that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall have used its reasonable best efforts to have such injunction, order, decree or ruling lifted; (cd) By Parent, by either Wendy’s or Triarc (i) if due to an occurrence the Wendy’s Meeting (including any postponements or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub adjournments thereof) shall have (A) failed to commence concluded and the Offer within 10 days following the date of this Agreement Wendy’s Shareholder Approval shall not have been obtained or (Bii) terminated if the Offer without having accepted Triarc Meeting (including any Shares for payment thereunder, unless any such failure listed above postponements or adjournments thereof) shall have concluded and the Triarc Stockholder Approval shall not have been caused obtained; (e) by Wendy’s if it shall not have breached or resulted from the failure of Parent or Merger Sub failed to perform in any material respect any material covenant of its representations, warranties, covenants or agreement of either of them agreements contained in this Agreement or the material breach by Parent and if Triarc or Merger Sub of shall have breached or failed to perform in any material representation respect any of its representations, warranties, covenants or warranty of either of them agreements contained in this Agreement; or (d) By the Company, upon approval of the Board, if which breach or failure to perform (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the would result in a failure of the Company to satisfy the conditions a condition set forth in paragraphs Section 6.1 or 6.2 and (ii) cannot be cured by the End Date or, if it can be so cured, shall not have been cured within thirty (30) days following receipt of written notice of such breach or failure to perform, stating Wendy’s intention to terminate this Agreement pursuant to this Section 7.1(e) and the basis for such termination; (f) or (g) of Annex A, (ii) by Wendy’s prior to the purchase receipt of Shares pursuant to the OfferWendy’s Shareholder Approval, if the Board of Directors shall have withdrawn or modified in approved, and Wendy’s shall promptly following such termination enter into, a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve definitive agreement providing for a Wendy’s Superior Proposal; provided, however, that such termination (i) Wendy’s shall have complied with its obligations under this clause Section 5.3B, and (ii) Wendy’s shall not be effective until have previously or concurrently made the Company has made payment required by Section 7.2; (g) by Wendy’s, if (i) the Triarc Board of Directors (or any committee thereof) shall have effected a Triarc Recommendation Withdrawal, (ii) Triarc shall have failed to Parent of include the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or Triarc Recommendation in the Proxy Statement, (iii) Parent the Triarc Board of Directors (or Merger Sub any committee thereof) shall have recommended or approved any Triarc Takeover Proposal, (iv) the Triarc Board of Directors shall have failed to publicly reaffirm the Triarc Recommendation within five (5) Business Days following receipt of a written request by Wendy’s to provide such reaffirmation following a Triarc Takeover Proposal or (v) Triarc shall have materially breached any of the provisions of Section 5.3A or failed to hold the Triarc Meeting or to use reasonable best efforts to solicit proxies in favor of the approval by the stockholders of Triarc of the Triarc Stockholder Approval; (h) by Triarc if it shall not have breached or failed to perform in any material respect any of their respective its representations, warranties, covenants or other agreements contained in this Agreement and if Wendy’s shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 6.1 or 6.3 and (ii) is incapable of being not or cannot be cured or has by the End Date; or, if it can be so cured, shall not have been cured within 20 thirty (30) days after the giving following receipt of written notice of such breach or failure to Parent or Merger Subperform, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring stating Triarc’s intention to terminate this Agreement pursuant to this Section 8.1 7.1(h) and the basis for such termination; (other than pursuant i) by Triarc prior to the receipt of the Triarc Stockholder Approval, if the Triarc Board of Directors shall have approved, and Triarc shall promptly following such termination enter into, a definitive agreement providing for a Triarc Superior Proposal; provided, however, that Triarc shall have complied with its obligations under Section 8.1(a)5.3A. (j) by Triarc, if (i) the Board of Directors (or any committee thereof) shall give notice have effected a Recommendation Withdrawal, (ii) Wendy’s shall have failed to include the Recommendation in the Proxy Statement, (iii) the Board of Directors (or any committee thereof) shall have recommended or approved any Wendy’s Takeover Proposal, (iv) the Board of Directors shall have failed to publicly reaffirm the Recommendation within five (5) Business Days following receipt of a written request by Triarc to provide such termination reaffirmation following a Wendy’s Takeover Proposal or (v) Wendy’s shall have materially breached any of the provisions of Section 5.3B or failed to hold the other party.Wendy’s Meeting or to use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement and to obtain the Wendy’s Shareholder Approval;

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to before the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the CompanyARI or by iGo in its capacity as sole stockholder of Sub: (a) By by the mutual written consent duly authorized by of the Boards of Directors of Parent, Merger Sub iGo and the Company prior to Merger Sub's Election Date; orARI; (b) By Parent by iGo or by ARI at any time after February 28, 2000 (or such later date as shall have been agreed to in writing by them, acting through their respective Boards of Directors) if the Company if (i) the Minimum Condition Merger for any reason has not by such date become effective; PROVIDED, HOWEVER, that this provision shall not be available to any party whose willful failure to fulfill any obligation under this Agreement has been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment cause of, or payment forresulted in, shares the failure of Company Common Stock pursuant the Effective Time to occur on or before such date; (c) by either iGo or ARI if a permanent injunction or other order by any federal or state court would make illegal or otherwise restrain or prohibit the Offer or consummation of the Merger shall have been issued and such order, decree, ruling or other action shall have become final and nonappealable; or (cd) By Parentby iGo if there has been a material breach of any representation, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex Awarranty, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or on the material part of ARI and such breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 five business days after the giving of written notice from iGo to Parent ARI (PROVIDED, that iGo is not in material breach of the terms of this Agreement; and PROVIDED FURTHER, that no cure period shall be required for a breach which by its nature cannot be cured); or (e) by ARI if there has been a material breach of any representation, warranty, covenant or Merger Sub, as applicable, except, agreement contained in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant on the part of iGo or Sub and such breach has not been cured within five business days after written notice from ARI to iGo or Sub (PROVIDED, that ARI is not in material breach of the terms of this Agreement; and PROVIDED FURTHER, that no cure period shall be required for a breach which by its nature cannot be cured). If this Agreement is terminated in accordance with this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to 11.1, the other partyMerger will be abandoned without further action by iGo, Sub or ARI.

Termination and Abandonment. This Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders except as provided below, whether before or after receipt of the CompanyTheraclone Stockholder Approval or the PharmAthene Stockholder Approval: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Theraclone and the Company prior to Merger Sub's Election Date; orPharmAthene; (b) By Parent by either PharmAthene or Theraclone if the Company if (i) the Minimum Condition has Merger shall not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or consummated by January 31, 2014 (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal“Outside Closing Date Termination Right”); provided, however, that such termination the right to terminate this Agreement under this clause (iiSection 8.1(b) shall not be effective until the Company available to any party hereto whose action or failure to act has made payment to Parent been a principal cause of the Termination Fee (as hereinafter defined) required failure of the Merger to be paid pursuant occur on or before such date and such action or failure to Section 8.2(a) and has deposited with act constitutes a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub breach of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or provided, further, that, in the event that the SEC has not been cured within 20 days after declared the giving Form S-4 Registration Statement effective under the Securities Act by October 4, 2013, then either PharmAthene or Theraclone shall be entitled to extend the date for termination of written notice this Agreement pursuant to Parent or Merger Subthis Section 8.1(b) for an additional sixty (60) days; provided, as applicablefurther, except, that in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring no event shall PharmAthene be entitled to terminate this Agreement pursuant to this Section 8.1 8.1(b) prior to such time at which a PharmAthene Meeting was held during which a quorum necessary to conduct the business of the PharmAthene Meeting was present at all times; (other than pursuant c) by either Theraclone or PharmAthene if an injunction, order, decree or ruling of a Governmental Entity of competent jurisdiction shall have been entered permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger and such injunction shall have become final and non-appealable (the “Transaction Prohibition Termination Right”); provided, however, that the right to terminate this Agreement under this Section 8.1(a8.1(c) shall not be available to any party whose material breach of a representation, warranty, covenant or agreement in this Agreement has been a principal cause of the entry of such final and non-appealable injunction, order, decree or ruling; (d) by either PharmAthene or Theraclone if the PharmAthene Meeting (including any postponements or adjournments thereof) shall have concluded and the PharmAthene Stockholder Approval shall not have been obtained (the “PharmAthene Stockholder Failure to Consent Termination Right”); provided, however, that the right to terminate this Agreement under this Section 8.1(d)) shall not be available to PharmAthene where the failure to obtain approval of the PharmAthene Stockholder Approval Matters at the PharmAthene Meeting is caused by any action or failure to act on the part of PharmAthene that constitutes a breach of this Agreement; (e) by Theraclone, if PharmAthene shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, failure to perform or untruth (i) would give rise to the failure of a condition set forth in Section 7.2(a) or Section 7.2(c) (assuming, in the case of any untruth, that such subsequent date was the Closing Date) and (ii) is not capable of being cured prior to the Closing or, if capable of being cured, shall not have been cured by PharmAthene by the 30th calendar day following receipt of written notice of such termination breach or failure to perform from Theraclone (the “PharmAthene Breach Termination Right”); provided, however, that Theraclone shall not be entitled to terminate this Agreement under this Section 8.1(e) if Theraclone is then in breach of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the other partyfailure of a condition to Closing set forth in Section 7.3(a) or Section 7.3(c) (assuming, in the case of any untruth, that such subsequent date was the date of termination); (f) by Theraclone, if (i) the PharmAthene Board of Directors (or any committee thereof) shall have effected a PharmAthene Recommendation Withdrawal or a Transaction Event Withdrawal, (ii) PharmAthene shall have failed to include the PharmAthene Recommendation in the Proxy Statement, (iii) the PharmAthene Board of Directors (or any committee thereof) shall have recommended or approved any PharmAthene Takeover Proposal, (iv) the PharmAthene Board of Directors shall have failed to publicly reaffirm the PharmAthene Recommendation within four (4) Business Days following receipt of a written request by Theraclone to provide such reaffirmation following a PharmAthene Takeover Proposal or (v) PharmAthene shall have otherwise breached Section 6.3 in any material respect (the “PharmAthene Recommendation Withdrawal Termination Right”); (g) by PharmAthene, if Theraclone shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement or any of such representations and warranties shall have become untrue as of any date subsequent to the date of this Agreement, which breach, failure to perform or untruth (i) would give rise to the failure of a condition set forth in Section 7.3(a) or Section 7.3(b) (assuming, in the case of any untruth, that such subsequent date was the Closing Date) and (ii) is not capable of being cured prior to the Closing or, if capable of being cured, shall not have been cured by Theraclone by the 30th calendar day following receipt of written notice of such breach or failure to perform from PharmAthene (the “Theraclone Breach Termination Right”); provided, however, that PharmAthene shall not be entitled to terminate this Agreement under this Section 8.1(g) if PharmAthene is then in breach of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition to Closing set forth in Section 7.2(a) or Section 7.2(c) (assuming, in the case of any untruth, that such subsequent date was the date of termination); or (h) by PharmAthene (i) prior to the receipt of the PharmAthene Stockholder Approval, if the PharmAthene Board of Directors shall have approved, and PharmAthene shall promptly following such termination enter into, a definitive agreement providing for a PharmAthene Superior Proposal (the “PharmAthene Superior Proposal Termination Right”) or (ii) pursuant to a Transaction Event Withdrawal; provided, however, that (i) PharmAthene shall have complied with the provisions of, the procedures set forth in and its obligations under Section 6.3(c) and Section 6.3(d); and (ii) PharmAthene shall have immediately prior to such termination made the payment required by Section 8.2.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval whether before or after the Company Stockholder Approval has been obtained and adoption of this Agreement and whether before or after the transactions contemplated hereby by the stockholders effectiveness of the CompanyMerger Sub Stockholder Consent: (a) By by the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By Parent or by either the Company if or Parent: (i) if (A) the Minimum Condition Effective Time shall not have occurred on or before February 12, 2016 (the “End Date”) and (B) the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not have breached in any material respect its obligations under this Agreement in any manner that has not been satisfied during a ten (10) business day extension the cause of or resulted in the Offer following failure to consummate the Initial Expiration Date, but all other conditions have been satisfied Merger on or before such date; (ii) prior to the Effective Time, if any court of competent jurisdiction in the United States or other governmental authority shall have issued or entered an order, decree, ruling injunction or similar order or taken any other action restraining, permanently enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares consummation of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling injunction or similar order or other action shall have become final and nonappealablenon-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(ii) shall have used such efforts as required by Section 6.7 to prevent, oppose and remove such injunction or similar order; or (iii) if the Company Meeting (including any adjournments or postponements thereof) shall have concluded and the Company Stockholder Approval contemplated by this Agreement shall not have been obtained; (c) By Parentby the Company: (i) if, prior to obtaining the Company Stockholder Approval, the Board of Directors authorizes the Company to enter into a written agreement with respect to a Superior Proposal, but only if due to an occurrence the Company (A) has complied in all respects with the provisions of Section 6.4 and (B) pays the Company Termination Fee in accordance with Section 8.3(a) and (C) shall enter into such written agreement immediately after such termination (a “Superior Proposal Termination”); (ii) if Parent or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) breached or failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) or failure of the Closing to occur and (B) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured (1) within 20 forty-five (45) days after following the giving Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or Merger Subfailure) or (2) within any shorter period of time that remains between the date the Company delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that the Company is not then in material breach of any representation, as applicablewarranty, except, agreement or covenant contained in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete this Agreement; or (iii) if all of the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this conditions set forth in Section 8.1 7.1 and Section 7.3 have been satisfied (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, each of which shall be capable of being satisfied at the Closing), the Company has given irrevocable written notice to Parent and Merger Sub that it is prepared to consummate the Closing, and Parent and Merger Sub fail to consummate the transactions contemplated by this Agreement by no later than the third (3rd) Business Day following the later of (A) delivery of the written notice described in this Section 8.1(c)(iii) and (B) the date by which the Closing should have occurred pursuant to Section 8.1(a)2.2; provided that the Company is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement. (d) by Parent: (i) if an Adverse Recommendation Change shall give have occurred or the Board of Directors publicly proposes to make an Adverse Recommendation Change; or (ii) if the Company shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b) and (B) cannot be cured by the End Date or, if curable, is not cured (1) within forty-five (45) days following Parent’s delivery of written notice to the Company of such termination breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date Parent delivers the notice described in the foregoing subclause (1) and the day prior to the other partyEnd Date; provided that Parent or Merger Sub is not then in material breach of any representation, warranty, agreement or covenant contained in this Agreement.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Companywhether before or after Company Stockholder Approval: (a) By by mutual written consent duly authorized by of the Boards of Directors of ParentCompany, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orAcquisition; (b) By by Parent or the Company Company, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Entity shall have issued an order, decree, ruling Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment ofMerger, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling Order or other action shall have become final and nonappealable; ornon-appealable; (c) By by Parent or the Company, if the Effective Time shall not have occurred on or before 5:00 p.m., Eastern Standard Time, on October 31, 2004 (the "TERMINATION DATE"); provided, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to fulfill or breach of any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; (d) by Parent, if due (i) any of the representations and warranties of the Company contained in this Agreement shall fail to an occurrence or circumstance be true and correct such that results in a failure to satisfy any the condition set forth in Annex ASection 6.2(a) would not be satisfied, Merger Sub or (ii) the Company shall have (A) breached or failed to commence the Offer within 10 days following the date comply with any of its obligations under this Agreement or such that the condition set forth in Section 6.2(b) would not be satisfied (B) terminated the Offer without having accepted any Shares for payment thereunderin either case, unless any such failure listed above shall have been caused by or resulted from the failure other than as a result of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the a material breach by Parent or Merger Sub Acquisition of any material representation or warranty of either of them contained in their respective obligations under this Agreement; ) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of thirty days after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such thirty day period extend beyond the second day preceding the Termination Date); (de) By by the Company, upon approval of the Board, if (i) Merger Sub any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) Parent or Acquisition shall have (A) breached or failed to commence comply with any of their respective obligations under this Agreement such that the Offer condition set forth in Section 6.3(b) would not be satisfied (in either case, other than as a result of a material breach by the Company of any of its obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of thirty days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such thirty day period extend beyond the second day preceding the Termination Date); (f) by Parent or the Company, if the Company fails to obtain Company Stockholder Approval within 10 20 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of on which the Company mails the Stockholder's Consent to satisfy the conditions set forth in paragraphs (f) its stockholders; or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give written notice of such termination to the other partyparties.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval whether before or after Company Stockholder Approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyParent Stockholder Approval: (a) By by mutual written consent duly authorized by of the Boards of Directors of ParentCompany, Merger Sub Parent and the Company prior to Merger Sub's Election Date; orAcquisition; (b) By by Parent or the Company Company, if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority Governmental Entity shall have issued an order, decree, ruling Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer Merger or the Merger Certificate of Incorporation Amendment, and such order, decree, ruling Order or other action shall have become final and nonappealable; ornon-appealable; (c) By by Parent or the Company, if the Effective Time shall not have occurred on or before 5:00 p.m., Eastern Standard Time, on October 31, 2003 (the "TERMINATION DATE"); provided, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose failure to fulfill or breach of any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date; (d) by Parent, if due (i) any of the representations and warranties of the Company contained in this Agreement shall fail to an occurrence or circumstance be true and correct such that results in a failure to satisfy any the condition set forth in Annex ASection 6.2(a) would not be satisfied, Merger Sub or (ii) the Company shall have (A) breached or failed to commence the Offer within 10 days following the date comply with any of its obligations under this Agreement or such that the condition set forth in Section 6.2(b) would not be satisfied (B) terminated the Offer without having accepted any Shares for payment thereunderin either case, unless any such failure listed above shall have been caused by or resulted from the failure other than as a result of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the a material breach by Parent or Merger Sub Acquisition of any material representation or warranty of either of them contained in their respective obligations under this Agreement; ) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of thirty days after the Company has received written notice from Parent of the occurrence of such failure or breach (provided that in no event shall such thirty day period extend beyond the second day preceding the Termination Date); (de) By by the Company, upon approval of the Board, if (i) Merger Sub any of the representations and warranties of Parent and Acquisition contained in this Agreement shall fail to be true and correct such that the condition set forth in Section 6.3(a) would not be satisfied, or (ii) Parent or Acquisition shall have (A) breached or failed to commence comply with any of their respective obligations under this Agreement such that the Offer condition set forth in Section 6.3(b) would not be satisfied (in either case, other than as a result of a material breach by the Company of any of its obligations under this Agreement) and such failure or breach with respect to any such representation, warranty or obligation cannot be cured or, if curable, shall continue unremedied for a period of thirty days after Parent has received written notice from the Company of the occurrence of such failure or breach (provided that in no event shall such thirty day period extend beyond the second day preceding the Termination Date); (f) by Parent or the Company, if the Company fails to obtain Company Stockholder Approval within 10 20 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of on which the Company mails the Stockholder's Consent to satisfy its stockholders (which mailing shall occur within five business days following the conditions set forth in paragraphs (f) or date on which the Registration Statement is declared effective by the SEC); or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or by Parent its approval or recommendation of the Offer, this Agreement or the Merger in order Company, if Parent fails to approve a Superior Proposal; provided, however, that such termination under this clause obtain Parent Stockholder Approval at the Parent Special Meeting (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Mergeradjournment thereof). The Any party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give written notice of such termination to the other partyparties.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the before Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company: (a) By by mutual written consent duly authorized by the Boards agreement of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orand Parent; (b) By by Parent or by giving written notice to the Company if the Company breaches any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, (i) would cause any of the conditions set forth in Sections 8.1 or 8.3 not to be satisfied and (ii) is not cured, if capable of cure, within 15 days following delivery by Parent to the Company of written notice of such breach; (c) by the Company by giving written notice to Parent if Parent is in breach of any representation, warranty or covenant contained in this Agreement, and such breach, individually or in combination with any other such breach, (i) would cause the conditions set forth in Sections 8.1 or 8.2 not to be satisfied and (ii) is not cured, if capable of cure, within 15 days following delivery by the Company to Parent of written notice of such breach; (d) By Parent by giving written notice to the Company (i) at any time after the Shareholders have voted on approval of the Merger and the Requisite Shareholder Approval was not obtained or (ii) if the Requisite Shareholder Approval has not been obtained within two Business Days after the date of this Agreement; (e) By Parent by giving written notice to the Company if the Closing shall not have occurred on or before the later of (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 date 90 days following the date of this Agreement or (Bii) terminated five Business Days after the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused satisfaction of the condition precedent set forth in Section 8.1(e) (the “Termination Date”) by or resulted from reason of the failure of Parent any condition precedent under Sections 8.1 or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or 8.3 (unless the material failure results primarily from a breach by Parent or Merger Sub of any material representation representation, warranty or warranty of either of them covenant contained in this Agreement); orand (df) By the CompanyCompany by giving written notice to Parent if the Closing shall not have occurred on or before the Termination Date, upon approval by reason of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of any condition precedent under Sections 8.1 or 8.2 (unless the failure results primarily from a breach by the Company to satisfy the conditions set forth in paragraphs (f) of any representation, warranty or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements covenant contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.

Termination and Abandonment. This Anything contained in this Agreement to the contrary notwithstanding, this Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and whether before or after the transactions contemplated hereby by Company Stockholder Approval or the stockholders of the CompanyParent Stockholder Approval has been obtained: (a) By by the mutual written consent duly authorized by the Boards of Directors of Company and Parent, Merger Sub and the Company prior to Merger Sub's Election Date; or; (b) By Parent by either Company or the Company if Parent: (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following Effective Time shall not have occurred on or before December 18, 2024 (the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal“End Date”); provided, however, that if the conditions to the Closing set forth in Section 7.1(d) have not been satisfied or waived on or prior to such termination date but all other conditions to Closing set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the Closing (so long as such conditions are reasonably capable of being satisfied)), the End Date shall be extended automatically to March 18, 2025, and such date, as so extended, shall be the “End Date”; and (B) the party seeking to terminate this Agreement pursuant to this Section 8.1(b)(i) shall not have breached its obligations under this clause Agreement in any manner that shall have been the primary cause of the failure to consummate the Mergers on or before such date; (ii) if any court of competent jurisdiction shall not be effective until have issued or entered an Order permanently enjoining or otherwise prohibiting the Company has made payment to Parent consummation of the Termination Fee (as hereinafter defined) required Mergers and such injunction shall have become final and non-appealable; provided that the party seeking to be paid terminate this Agreement pursuant to this Section 8.2(a8.1(b)(ii) shall have used such efforts as required by Section 6.10 to prevent, oppose and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or remove such injunction; (iii) if the Parent Meeting (including any adjournments or Merger Sub postponements thereof) shall have concluded and the Parent Stockholder Approval shall not have been obtained; or (iv) if the Company Stockholder Approval shall not have been obtained by the Consent Time. (c) by Company: (i) at any time prior to the receipt of the Parent Stockholder Approval, in the event of a Parent Change of Recommendation; (ii) if any Parent Party shall have breached in any material respect or failed to perform any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) and (B) cannot be cured by the End Date or, if curable, is incapable of being not cured or has not been cured (1) within 20 thirty (30) days after the giving following Company’s delivery of written notice to Parent of such breach (which notice shall specify in reasonable detail the nature of such breach or Merger Subfailure) or (2) within any shorter period of time that remains between the date Company delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that Company is not then in breach of any representation, as applicablewarranty, except, agreement or covenant contained in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant so as to cause any of the conditions set forth in Section 7.3(a) or Section 7.3(b) not to be capable of being satisfied; or (iii) if Parent or any of its Subsidiaries shall have materially breached its obligations under Section 6.6. (d) by Parent: (i) if Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of a condition set forth in Section 8.1 7.3(a) or Section 7.3(b) and (other than B) cannot be cured by the End Date or, if curable, is not cured (1) within thirty (30) days following Parent’s delivery of written notice to Company of such breach (which notice shall specify in reasonable detail the nature of such breach or failure) or (2) within any shorter period of time that remains between the date Parent delivers the notice described in the foregoing subclause (1) and the day prior to the End Date; provided that Parent, Merger Sub or LLC Sub is not then in breach of any representation, warranty, agreement or covenant contained in this Agreement so as to cause any of the conditions set forth in Section 7.2(a) or Section 7.2(b) not to be capable of being satisfied; or (ii) in accordance with Section 6.6(d), if (A) the Parent Board has authorized Parent to enter into a Parent Alternative Acquisition Agreement with respect to a Parent Superior Proposal, (B) prior to or concurrently with such termination, Parent shall have paid the Parent Termination Fee to Company pursuant to Section 8.1(a)8.3(a)(iii) shall give notice and (C) concurrently with the termination of such termination this Agreement, Parent enters into a Parent Alternative Acquisition Agreement with respect to the other partyParent Superior Proposal referred to in clause (A).

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the CompanyClosing Date: (a) By mutual written consent duly authorized by of the Boards of Directors of Parent, Merger Sub and the Company prior to Merger Sub's Election Date; orParties; (b) By Parent or the Company Immucor if (i) the Minimum Condition has not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied or (ii) any court of competent jurisdiction in the United States or other governmental authority event shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares occurred as a result of Company Common Stock pursuant to the Offer or the Merger and such order, decree, ruling or other action shall have become final and nonappealable; or (c) By Parent, if due to an occurrence or circumstance that results in a failure to satisfy which any condition set forth in Annex A, Merger Sub shall have (A) failed to commence the Offer within 10 days following the date Section 6.1 or 6.2 is no longer capable of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach by Parent or Merger Sub of any material representation or warranty of either of them contained in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposalbeing satisfied; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring right to terminate this Agreement pursuant to this Section 8.1 8.1(b) shall not be available to Immucor if the condition to its obligation to perform became incapable of fulfillment due to its failure, or the failure of Merger Sub or any of Immucor’s other Affiliates, to fulfill any obligation under this Agreement in any material respect; (other than c) By Matrix, if any event shall have occurred as a result of which any condition set forth in Section 6.1 or 6.3 is no longer capable of being satisfied; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(a)8.1(c) shall give not be available to Matrix if the condition to its obligation to perform became incapable of fulfillment due to its failure, or the failure of any of its Affiliates, to fulfill any obligation under this Agreement in any material respect; (d) By Immucor or Matrix, if the Closing shall not have occurred on or before the date six months after the date the HSR Waiting Period commences; provided, however, that a Party whose breach of this Agreement has resulted in the Closing not having occurred on or before said date shall not have the right to terminate this Agreement pursuant to this Section 8.1(d); provided further, that if the HSR Waiting Period has expired during such six-month period of time but one or more other conditions have not yet been satisfied, either Immucor or Matrix may extend such period for up to ten (10) additional Business Days by notice of such termination to the other partyparty given prior to the expiration of the six-month period. (e) By Immucor, if the condition set forth in the first sentence of Section 6.2(a) shall have failed at any time after the date of this Agreement; or (f) By Immucor, for any or no reason, at any time prior to the satisfaction of its conditions to Closing as set forth in Sections 6.1 or 6.2.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders expiration of the CompanyTerm as follows: (a) By the mutual written consent duly authorized by the Boards of Directors of Parent, Merger Sub Axxxxx and the Company prior to Merger Sub's Election Date; orUSN; (b) By Parent or Axxxxx, upon 120 calendar days written notice to USN at any time during the Company if Term; (c) Automatically upon (i) an event of default under the Minimum Condition has not been satisfied during a ten (10) business day extension Convertible Note, as may be amended from time to time, issued to Axxxxx as of the Offer following the Initial Expiration Date, but all other conditions have been satisfied date hereof or (ii) the filing of a voluntary or involuntary bankruptcy petition on USN or any court of competent jurisdiction its subsidiaries or parents, or the taking of any action that would result in a liquidation, dissolution or cessation of business of USN, or the United States making of any assignment for the benefit of creditors or appointment of a trustee, referee or other governmental authority shall have issued an order, decree, ruling person for purposes of liquidating or taken managing the assets or business of USN unless such default is specifically waived by Axxxxx; (d) At the election of USN upon the filing of a voluntary or involuntary bankruptcy petition on Axxxxx or any other action restraining, enjoining of its subsidiaries or otherwise prohibiting the acceptance for payment ofparents, or payment forthe taking of any action that would result in a liquidation, shares dissolution or cessation of Company Common Stock pursuant to the Offer business of Axxxxx, or the Merger and such ordermaking of any assignment for the benefit of creditors or appointment of a trustee, decree, ruling referee or other action shall have become final and nonappealableperson for purposes of liquidating or managing the assets or business of Axxxxx unless such default is specifically waived by USN; or (ce) By Parenteither party in the event of a material breach by the other party hereto of any representation, if due warranty, covenant or agreement contained herein, which is not cured within five (5) business days after written notice of such breach is given to an occurrence or circumstance that results in a failure to satisfy any condition set forth in Annex A, Merger Sub the party committing such breach by the complaining party. Termination shall have (A) failed to commence the Offer within 10 days following be effective on the date of receipt of written notice specifying the reasons therefore. No termination of this Agreement hereunder for any reason or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by or resulted from the failure of Parent or Merger Sub to perform in any manner, shall release, or be construed as to release, any party hereto from any liability or damage to the other party hereto arising out of, in connection with or otherwise relating to, directly or indirectly said parties’ material respect any material covenant and bad faith breach, default or agreement of either of them contained failure in this Agreement or the material breach by Parent or Merger Sub performance of any material of its covenants, agreements, duties or obligations arising hereunder, or any breaches of any representation or warranty contained herein. In the event of either of them contained a termination for any reason, The Promissory Note shall be repaid in this Agreement; or (d) By the Company, upon approval of the Board, if (i) Merger Sub shall have (A) failed to commence the Offer within 10 days following the date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless full at such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in a manner adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any of their respective representations, warranties, covenants or other agreements contained in this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other partydate.

Termination and Abandonment. This Agreement may be terminated and the Merger and the other Transactions Acquisition may be abandoned at any time prior to the Effective TimeClosing Date, notwithstanding any requisite whether before or after approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders shareholders of the CompanyLBSH and/or Buyer: (a) By by mutual written consent duly authorized approved by the Boards of Directors of Parent, Merger Sub Servantis, Seller, LBSH, and the Company prior to Merger Sub's Election Date; orBuyer; (b) By Parent by LBSH and/or Buyer, if the conditions set forth in Sections 6.01(a), (c), (d), (e) or the Company if (i) the Minimum Condition has 6.02 shall not been satisfied during a ten (10) business day extension of the Offer following the Initial Expiration Date, but all other conditions have been satisfied complied with, waived or (ii) any court of competent jurisdiction in the United States or other governmental authority shall have issued an order, decree, ruling or taken any other action restraining, enjoining or otherwise prohibiting the acceptance for payment of, or payment for, shares of Company Common Stock pursuant to the Offer or the Merger performed and such ordernoncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated), decreeby Parent, ruling Servantis, and/or Seller on or other action shall have become final and nonappealablebefore August 30, 1997; or (c) By by Parent, Servantis, and/or Seller, if due to an occurrence the conditions set forth in Sections 6.01(a), (c), (d), (e) or circumstance that results in a failure to satisfy 6.03 shall not have been complied with, waived or performed and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated), by LBSH and/or Buyer on or before August 30, 1997; or (d) by any of the Selling Companies, LBSH and/or Buyer, if the condition set forth in Annex ASection 6.01(b) shall not have been complied with on or before December 31, Merger Sub shall have 1997; or (Ae) failed by Parent, Servantis, and/or Seller, if LBSH's or Buyer's Board of Directors fails to commence the Offer within 10 days following the date recommend approval of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless any such failure listed above shall have been caused by Acquisition to their respective shareholders or resulted from the failure recommends against approval of Parent or Merger Sub to perform in any material respect any material covenant or agreement of either of them contained in this Agreement or the material breach Acquisition to their respective shareholders; or (f) by Parent Parent, Servantis, and/or Seller, if LBSH's or Merger Sub Buyer's shareholders fail to approve this Agreement or the Acquisition; or (g) by LBSH and/or Buyer, if the representations and warranties made by Parent, Servantis, and/or Seller in Sections 4.01, 4.02, and 4.03 hereof (as qualified by the schedules hereto), shall, as of the Effective Date of this Agreement, have been incorrect, untrue or false in any material representation or warranty respect that failed to correctly state facts in existence on the Effective Date of either this Agreement that constituted a Material Adverse Effect on the Effective Date of them contained in this Agreement; or (dh) By by Parent, Servantis, and/or Seller, if the Companyrepresentations and warranties made by LBSH and/or Buyer in Sections 4.04 and 4.05 hereof (as qualified by the schedules hereto), upon approval shall, as of the BoardEffective Date of this Agreement, if (i) Merger Sub shall have (A) been incorrect, untrue or false in any respect that failed to commence correctly state facts in existence on the Offer within 10 days following the date Effective Date of this Agreement or (B) terminated the Offer without having accepted any Shares for payment thereunder, unless such failure to pay for Shares shall have been caused by or resulted from the failure of the Company to satisfy the conditions set forth in paragraphs (f) or (g) of Annex A, (ii) prior to the purchase of Shares pursuant to the Offer, the Board shall have withdrawn or modified in that constituted a manner material adverse to Merger Sub or Parent its approval or recommendation of the Offer, this Agreement or the Merger in order to approve a Superior Proposal; provided, however, that such termination under this clause (ii) shall not be effective until the Company has made payment to Parent of the Termination Fee (as hereinafter defined) required to be paid pursuant to Section 8.2(a) and has deposited with a mutually acceptable escrow agent $2 million for reimbursement to Parent and Merger Sub of Expenses (as hereinafter defined) or (iii) Parent or Merger Sub shall have breached in any material respect any effect on either of their respective representations, warranties, covenants businesses or other agreements contained in financial conditions on the Effective Date of this Agreement, which failure to perform is incapable of being cured or has not been cured within 20 days after the giving of written notice to Parent or Merger Sub, as applicable, except, in any case, such failures which are not reasonably likely to affect adversely Parent's or Merger Sub's ability to complete the Offer or the Merger. The party desiring to terminate this Agreement pursuant to this Section 8.1 (other than pursuant to Section 8.1(a)) shall give notice of such termination to the other party.