Termination by Either MLC or PCPlus. This Agreement may be terminated and ------------------------------------ the Merger may be abandoned (a) by action of the Board of Directors of MLC in the event of a failure of a condition to the obligations of MLC or the Network Solutions set forth in Section 10.2 of this Agreement; or (b) by the Representative in the event of a failure of a condition to the obligations of the Stockholders or PCPlus set forth in Section 10.3 of this Agreement; or (c) by MLC or the Representative, in their sole discretion, in the event that the Merger Share price is less than $10.00; or (d) if a United States federal or state court of competent jurisdiction or United States federal or state governmental agency shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such other, decree, ruling or other action shall have become final and non-appealable; or (e) the Effective Time has not occurred by July 15, 1998; and provided, in the case of a termination pursuant to clause (a), (b) or (e) above, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure referred to in said clause. In the event of a termination by MLC pursuant to clause (c) above, MLC shall pay to PCPlus an amount equal to all of PCPlus' out-of-pocket expenses incurred in connection with this Agreement and the proposed Merger, including, without limitation, reasonable attorneys' fees, up to a maximum amount of $100,000.
