Common use of Termination by Either Parent or the Company Clause in Contracts

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta First Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Initial Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are Subsequent Merger is required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time Time, whether before or after the Requisite Company Vote or the Requisite Parent Vote has been obtained, by action of the Board board of Directors directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13June 30, 2018 2020 (the “Initial Termination End Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that (i) if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI Section 7.1(c) or Section 7.1(d) (where the relevant Order arises from or relates to Antitrust Laws) shall not have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the ClosingEnd Date, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company or Parent may, upon prior written notice to 11:59 p.m. (New York City time) on June 13the other Parties, 2019 extend the End Date to September 30, 2020 (the “First Extended Termination End Date”); provided, further, that ) and (ii) if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI Section 7.1(c) or Section 7.1(d) (where the relevant Order arises from or relates to Antitrust Laws) shall not have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination End Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination DateCompany or Parent may, upon prior written notice to the First Extended Termination other Parties, extend the End Date or the Second Extended Termination Dateto December 31, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.2020; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred been obtained at a meeting duly convened therefor the Company Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of taken in accordance with this Agreement was takenAgreement; (c) the approval by Parent’s shareholders of the Stock Issuance by the stockholders issuance of Parent referred to in Section 6.01(b) Shares shall not have occurred been obtained at a meeting duly convened therefor the Parent Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was takentaken in accordance with this Agreement; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the . The right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to, or the Mergers to be consummatedoccurrence of, the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by Parent or the Company at any time prior to the Delta Effective Time by action of Time, notwithstanding the Board of Directors of either Parent or the Company if: (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or Merger Sub, by written notice to the approval other party: (a) if any court of competent jurisdiction or other Governmental Entity of competent jurisdiction has issued a final order, decree or ruling or taken any other final action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action has become final and nonappealable; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 7.2(a) shall have used its reasonable best efforts as required by Section 5.7 to prevent, oppose and remove such order, decree, ruling or other action and the issuance of such final, nonappealable order, decree, ruling or other action was not primarily due to the failure of the Stock Issuance by the stockholders of Parent referred party seeking to in Section 6.01(b); provided that if on such date terminate this Agreement to perform any of its obligations under this Agreement; (b) if the Required Governmental Consents Stockholders’ Meeting (including any adjournments or postponements thereof) shall have concluded and the Requisite Stockholder Approval shall not have been obtained and obtained; or (c) if the Merger shall not have been consummated on or before July 17, 2018 (the “Outside Date”); provided, that if, prior to the Outside Date, all of the other conditions to the Closing set forth in Article VI have been satisfied or waived (except for waived, as applicable, other than those conditions that by their nature are to be satisfied at the Closing, provided that but subject to such conditions were then being capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the any condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place6.1(d)), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of either the Company or Parent may, prior to 5:00 p.m. New York City time on the approval of Outside Date, extend the Stock Issuance by Outside Date to a date that is ninety (90) days after the stockholders of Parent referred to in Section 6.01(bOutside Date (and if so extended, such later date being the Outside Date); provided that the . The right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d7.2(c) shall not be available to any party that has breached if any action of such party (and, in the case of Parent, including Merger Sub) or failure by such party to fulfill any material respect its obligations obligation under this Agreement in any manner that shall have proximately contributed to has been the primary cause of, or resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the Outside Date and such action or failure to perform constitutes a breach of this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated by either Parent and US Holdco (on the Mergers may be abandoned one hand) or the Company (on the other hand) at any time prior to the Delta Effective Time by action (whether before or after the receipt of the Board of Directors of either Parent Requisite Company Vote or the Company if:Requisite Parent Vote): (a) if the Mergers Merger shall not have been consummated by on or prior to 11:59 p.m. p.m., Eastern Time, on February 24, 2022 (New York City time) on December 13such date or such later date, 2018 (the “Initial Termination Date”if any, and as it may be extended belowprovided in this Section 10.02(a), the “Termination End Date”); provided, whether such date is before or after however, that (i) in the date of adoption of this Agreement by event the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to condition set forth in Section 6.01(b); provided that 9.01(e) or Section 9.01(f) (if on such date any of the Required Governmental Consents applicable Law or Order relates to Antitrust Laws or Laws relating to foreign direct investments) shall not have been obtained and satisfied on or prior to the End Date, but all of the other conditions set forth in Article VI IX have been satisfied satisfied, or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied (or have been waived by the party then entitled to give such waiver) on or prior to the End Date, then the End Date shall be extended without further action by the parties hereto until May 24, 2022, and (ii) in the event a Legal Action is pending such that the conditions set forth in Section 9.01(e) or Section 9.01(f) (if the Closing had taken place)applicable Law or Order relates to Antitrust Laws or Laws relating to foreign direct investments) shall not have been satisfied on or prior to the End Date as so extended, but all other conditions set forth in Article IX have been satisfied, or are capable of being satisfied (or have been waived by the Initial Termination party then entitled to give such waiver) on or prior to the End Date, then the End Date may shall be extended without further action by either Parent or the Company to 11:59 p.m. parties hereto until the earlier of (New York City timex) August 24, 2022, and (y) the date on June 13which such Legal Action is no longer pending, 2019 plus twenty (the “First Extended Termination Date”)20) Business Days; provided, further, that if on such extended date a party brings any Legal Action to enforce specifically the performance of the Required Governmental Consents shall not have been obtained terms and all of the provisions hereof by any other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place)party, the First Extended Termination End Date may has not yet passed, and the End Date occurs during the pendency of such Legal Action, the End Date shall be automatically extended by either Parent or the Company to 11:59 p.m. amount of time during which such Legal Action is pending, plus twenty (New York City time20) on December 13, 2019 (the “Second Extended Termination Date”)Business Days; provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enactedhowever, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d10.02(a) shall not be available to any party that has breached whose material breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the proximate cause of, or resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger or the Parent Share Issuance, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 10.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the proximate cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Share Issuance has been submitted to the shareholders of Parent for approval at a duly convened Parent Shareholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Shareholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Mergers Merger may be abandoned abandoned, at any time prior to the Delta Effective Time Time, by action of the Board of Directors of either Parent or the Company if: (a) any court of competent jurisdiction or other Governmental Body has issued a final order, decree, or ruling, or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”Merger, and such order, decree, ruling, or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(a) will not be available to any party hereto if the issuance of such order, decree, ruling or other action was primarily caused by the failure of such party to perform any of its obligations under this Agreement, including Section 5.8; (b) the Effective Time has not occurred on or prior to December 31, 2024 (as it such date may be extended belowpursuant to this Section 7.2(b), the “Termination Outside Date”); provided, whether such date is before however, that (i) either Parent or after the Company, by written notice to the other, may extend the Outside Date to 11:59 p.m., Eastern Time, on the date of adoption of this Agreement by that is sixty (60) days following the stockholders Outside Date in the event that, as of the Company or Outside Date, the approval of the Stock Issuance by the stockholders of Parent referred to condition set forth in Section 6.01(b); provided that if on such date any of the Required Governmental Consents 6.1(b) shall have not have been obtained and satisfied, but all of the other conditions to Closing set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then but each of which is capable of being satisfied if at the Closing had taken place), the Initial Termination Date may be extended by either Closing) or (ii) Parent or and the Company may agree in writing to 11:59 p.m. (New York City time) on June 13, 2019 (extend the “First Extended Termination Date”)Outside Date to any such later date as they mutually agree; provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall 7.2(b), will not be available to any party that has breached in hereto whose failure to fulfill any material respect of its obligations under this Agreement in any manner that shall have proximately contributed to (including Section 5.8) has been the primary cause of the failure of the Mergers Effective Time to have occurred on or prior to the Outside Date; or (c) the Company fails to obtain the Requisite Stockholder Approval at the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(c) will not be consummatedavailable to any party hereto whose failure to fulfill any of its obligations under this Agreement has been the primary cause of the failure to obtain the Requisite Stockholder Approval at the Company Stockholder Meeting (or any adjournment or postponement thereof) at which a vote is taken on the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13March 31, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2006, whether such date is before or after the date of adoption of this Agreement by the stockholders receipt of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 Requisite Vote (the “First Extended Termination Date”); providedprovided that the Termination Date shall be automatically extended for (A) six months if, further, that if on such extended date the Termination Date any of the Required Governmental Consents conditions set forth in Section 8.1(b) shall not have been obtained and all satisfied (without regard to whether the conditions set forth in Section 8.1(c) have or have not been satisfied) or (B) three months, if, on the Termination Date the conditions set forth in 8.1(b) shall have been satisfied, but the conditions set forth in Section 8.1(c) shall not have been satisfied or waived, but, in each case, (i) each of the other conditions to the consummation of the Merger set forth in Article VI have VIII has been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then or remains capable of satisfaction, and (ii) any approvals required by Section 8.1(b) or (c) that have not yet been obtained are being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”)pursued diligently and in good faith; provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dthis clause (a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to caused the occurrence of the failure of the Mergers Merger to be consummated; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; (c) the Parent Requisite Vote shall not have been obtained at the Parent Stockholders Meeting or at any adjournment or postponement thereof; or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable after the parties have used reasonable best efforts to have such Order removed, repealed or overturned (whether before or after the receipt of the Company Requisite Vote).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13September 30, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2005, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company (the “Termination Date”); (ii) the Stockholders Meeting shall not have been held, or the vote of the Company’s stockholders contemplated by Section 6.4 has not been taken, by the Termination Date or the approval of the Stock Issuance Company’s stockholders required by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents 7.1(a) shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Stockholders Meeting or at any adjournment or postponement thereof at thereof; or (iii) any Governmental Entity, Self-Regulatory Organization (if applicable) or OPRA (if applicable), which must grant a vote upon the adoption of this Agreement was taken; (c) the regulatory approval required for consummation of the Stock Issuance by the stockholders of Parent referred Merger has denied such approval and such denial has become final, whether orally or in writing (provided that nothing here shall be construed to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at require any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (dparties hereto to appeal such denial to a court or other tribunal) or any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bCompany); provided that (A) the right to terminate this Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummatedconsummated and (B) the right to terminate this Agreement pursuant to clause (ii) above shall not be available to the Company if the Company has breached in any material respect its obligations under Section 6.4 of this Agreement in any manner that shall have proximately contributed to the Stockholders Meeting not having been held, or the vote of the Company’s stockholders contemplated by Section 6.4 not having been taken, by the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (a) the Mergers shall Merger has not have been consummated by 11:59 p.m. the first anniversary of the date of this Agreement (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date Parent or the Company determines that additional time is necessary to obtain any of the Material Company Regulatory Consents , the Material Parent Regulatory Consents, the Required Governmental Consents shall not have been obtained and Regulatory Approvals (as defined in the Asset Sale Agreement) or the Required Regulatory Approvals (as defined in the Partnership Interest Purchase Agreement), or if all of the other conditions set forth in Article VI to Parent’s obligations to consummate the Merger shall have been satisfied or waived (except for those conditions that by their nature are to shall be satisfied at the Closing, provided that such conditions were then capable of being satisfied if (other than the Closing had taken placecondition set forth in Section 8.1(f)), the Initial Termination Date may be extended by either Parent or the Company from time to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of time by written notice to the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are party up to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is a date not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six beyond 18 months after the applicable date of this Agreement, any of which dates shall thereafter be deemed to be the Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. Date; (b) the adoption approval of this Agreement by the Company’s stockholders of the Company referred to in required by Section 6.01(b8.1(a) shall will not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof Company Stockholders Meeting at which a vote upon the adoption of this Agreement was taken; ; (c) the approval of Parent’s stockholders necessary to approve the Stock Issuance by the stockholders issuance of Parent referred Common Stock required to in be issued pursuant to the Merger as required by Section 6.01(b8.1(a) shall will not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof Parent Stockholders Meeting at which a vote upon the approval of the Stock Issuance on such issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction court in the United States permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall Merger will have become final and non-appealable, whether before ; or after (e) the adoption of this Asset Sale Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to Partnership Interests Purchase Agreement is terminated in Section 6.01(b)accordance with its terms; provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall 9.2 will not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall will have proximately contributed to the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Effective Time by the Company by action of the Company Board (acting upon the recommendation of Directors of either Parent the Special Committee) or the Company Special Committee or Parent by action of the Parent Board if: (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13June 4, 2018 2021 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”), whether such date is before or after the date of adoption of this Agreement by which the stockholders of the Requisite Company Stockholder Approvals or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents Stockholder Approval shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied pursuant to Section 8.1(a) or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken placeSection 8.1(b), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d9.2(a) shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the primary cause of the failure of a condition to the consummation of the Mergers; (b) the Requisite Company Stockholder Approvals shall not have been obtained at the Stockholders Meeting or at any adjournment, recess or postponement of the Stockholders Meeting taken in accordance with this Agreement; (c) the Parent Stockholder Approval shall not have been obtained at the Parent Stockholders Meeting or at any adjournment, recess or postponement of the Parent Stockholders Meeting taken in accordance with this Agreement; or (d) (i) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable or (ii) any Law shall have been enacted, entered, enforced or deemed applicable to the Mergers that prohibits, makes illegal or enjoins the consummation of the Mergers (in the case of each of clauses (i) and (ii) whether before or after the Requisite Company Stockholder Approvals or the Parent Stockholder Approval have been obtained pursuant to Section 8.1(a) or Section 8.1(b), as applicable); provided that the right to terminate this Agreement pursuant to this Section 9.2(d) shall not be consummatedavailable to any Party that has breached in any material respect its obligations to use its reasonable best efforts pursuant to Section 7.6.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption notwithstanding any approval of this Agreement by the stockholders of the Company or Parent) by either the approval of Company Board or the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived Board: (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied a) if the Closing had taken place)Merger has not been consummated on or before December 31, the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 2015 (the “First Extended Termination Outside Date”); provided, furtherhowever, that if on such extended date by the Outside Date, any of the Required Governmental Consents conditions set forth in Section 7.1(b) or Section 7.1(c) shall not have been obtained and satisfied but all of the other conditions set forth in Article VI to the Parties' obligation to consummate the Merger shall have been satisfied or waived (except for those conditions that by their nature are to shall be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Outside Date or the Second Extended Termination Date, as applicable, shall may be extended until from time to time by any Party, in its discretion, by written notice to the earliest of other Parties to a date not later than March 31, 2016 (i) six months after in which case any references to the applicable Termination Outside Date , (ii) two business days following such earlier date on which herein shall mean the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bOutside Date as extended); provided provided, that the right to extend or terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(a) shall not be available to any party that has breached its obligations in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to caused or resulted in the failure of the Mergers Merger to have been consummated by the Outside Date; (b) if any Governmental Entity shall have issued a final and non-appealable Order permanently enjoining, restraining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be consummatedavailable to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Order; or (c) if the Company Stockholder Approval or the Parent Stockholder Approval has not been obtained after a vote thereon at the Company Stockholder Meeting (or any adjournment or postponement thereof) or the Parent Stockholder Meeting (or any adjournment or postponement thereof), respectively; provided, however, the Company may not terminate this Agreement without Parent’s approval if Company Stockholder Approval was not obtained solely because (1) the consent of the holders of a majority of the outstanding Series D Shares was not obtained and one or more holders of the outstanding Series D Shares did not execute a Company Support Agreement with respect to such shares and/or (2) the consent of the holders of a majority of the outstanding Series E Shares was not obtained and one or more holders of the outstanding Series E Shares did not execute a Company Support Agreement with respect to such shares.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action of the Board of Directors of either (notwithstanding any Parent Stockholder Approval or the Company if:Stockholder Approval): (a) if the Mergers shall not have been consummated by 11:59 p.m. before the date that is nine (New York City time9) on December 13, 2018 months following the date hereof (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the conditions precedent to Closing (other conditions set forth in Article VI have been satisfied or waived than (except for i) those conditions that by their nature are to be satisfied at the Closing (provided that such conditions were then are reasonably capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. satisfied) and (New York City timeii) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not 6.1(d)), shall have been satisfied as of the applicable Termination Date, then either Parent or the Company may extend the Termination Date because a Governmental Entity of a competent jurisdiction for an additional ninety (90) days upon written notice to the other than those Governmental Entities set forth party on or prior to the Termination Date, in which case the Termination Date shall be deemed for all purposes to be so extended; and provided, further, however, that the right to terminate this Agreement pursuant to this Section 6.01(d) of the Company Disclosure Letter7.2(a) shall have enactednot be available to any party whose breach of any representation, issuedwarranty, promulgated, enforced covenant or entered any Order that is not final and non-appealable (and all of the other conditions agreement set forth in Article VI have this Agreement has been satisfied the cause of, or waived (except for those conditions that by their nature are resulted in, the failure of the Merger to be satisfied at consummated on or before the ClosingTermination Date (it being understood that, provided that such conditions were then capable for purposes of being satisfied this Section 7.2(a), any breach by Merger Sub A or Merger Sub B will be deemed a breach by Parent); (b) if the Closing had taken placeCompany or any Parent Entity receives a definitive written notice or determination from any Gaming Authority that any Parent Entity or the Company will not be granted any Gaming Approval by such Gaming Authority that is required in order for the condition set forth in Section 6.1(d) to be satisfied; provided, that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, any such Gaming Authority’s refusal to grant any such Gaming Approval (it being understood that, for purposes of this Section 7.2(b), then any breach by Merger Sub A or Merger Sub B will be deemed a breach by Parent); (c) if any court of competent jurisdiction or other Governmental Entity shall have issued a judgment, order, injunction, rule or decree, or taken any other action restraining, enjoining or otherwise prohibiting any of the Initial Termination Datetransactions contemplated by this Agreement and such judgment, the First Extended Termination Date order, injunction, rule, decree or the Second Extended Termination Date, as applicable, other action shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes have become final and non-appealable. (b) ; provided, that the adoption of right to terminate this Agreement by the stockholders of the Company referred pursuant to in this Section 6.01(b7.2(c) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, such judgment, order, injunction, rule or decree, ruling or other action (it being understood that, for purposes of this Section 7.2(c), any breach by Merger Sub A or Merger Sub B will be deemed a breach by Parent); (d) if the Parent Stockholder Approval shall not have occurred been obtained at a meeting the Parent Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon seeking the adoption of this Agreement Parent Stockholder Approval was taken;; or (ce) if the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Company Stockholder Approval shall not have occurred been obtained at a meeting the Company Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon seeking the approval of the Stock Issuance Company Stockholder Approval was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers transactions contemplated by this Agreement and the Arrangement may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Arrangement shall not have been consummated by 11:59 p.m. (New York City time) on December 13June 30, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2004, whether such date is before before, on or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance Arrangement by the stockholders Company Common Shareholders and holders of Parent referred to in Section 6.01(b); provided that if on such Company Options and Company RSUs or the date any of approval of either of the Required Governmental Consents shall not have been obtained and all of Parent Proposals by the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 Common Stockholders (the “First Extended Termination Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dthis clause (a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers Closing to be consummatedhave occurred; (b) the Company Common Shareholders and holders of Company Options and Company RSUs vote upon the Arrangement at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by Section 4.1(a) shall not have been obtained thereat; (c) the Parent Common Stockholders vote upon the Share Issuance Proposal at a meeting duly convened therefor or at any adjournment or postponement thereof and the vote of approval required by Section 4.1(b) shall not have been obtained thereat; or (d) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated by this Agreement and the Arrangement shall become final and non-appealable (whether before or after the approval of the Arrangement by the Company Common Shareholders and holders of Company Options and Company RSUs or the approval of either of the Parent Proposals by the Parent Common Stockholders).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of either the Board board of Directors directors of either Parent or the Company Board if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. January 28, 2016 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended belowin accordance with this Section 8.2(a), the “Termination Date”), ) whether such date is before or after the date of adoption of this Agreement by time the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b)Requisite Stockholder Approval is obtained; provided provided, that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI to Closing shall have been satisfied or waived (except for those conditions that by their nature are to satisfied, shall be satisfied at the Closing, provided that such conditions were then capable of being satisfied if at such time or would be capable of being satisfied at such time but for the Closing had taken place)fact that the condition set forth in Section 7.2(e) is not satisfied, the Initial Termination Date may be extended by either Parent or the Company from time to 11:59 p.m. (New York City time) on June 13time by written notice to the other to a date not later than April 28, 2019 (the “First Extended Termination Date”)2016; and provided, further, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party if the failure of the Merger to have been consummated on such extended date or before the Termination Date was primarily due to the failure of the party seeking to terminate this Agreement to perform any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.its obligations under this Agreement; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by time the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Stockholder Approval is obtained); provided provided, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(b) shall not be available to any party that has breached in if the enactment, issuance, promulgation, enforcement or entry of such Order, or the Order becoming final and non-appealable, was primarily due to the failure of such party to perform any material respect of its obligations under this Agreement in any manner that Agreement; or (c) if the Merger Consent, duly executed by the Listed Stockholders, shall not have proximately contributed been delivered to Parent and the failure Company prior to 9:00 a.m., New York City time, on the date immediately following the date of the Mergers to be consummatedthis Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Offer and the Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13February 28, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2011, whether such date is before or after the date of the adoption of this Agreement by the Stockholders of the Company referred to in Section 8.1(a) (such date, as it may be extended pursuant to this Section 9.2, the “Termination Date”); provided, that if on February 28, 2011 any of the conditions to Closing in Article VIII shall not have been fulfilled or waived but remain capable of being satisfied, then either of Parent or the Company may, by written notice to the other delivered on or prior to the Termination Date, extend the Termination Date from February 28, 2011 to April 30, 2011 (which shall then be the “Termination Date”); provided, further, that (A) Parent shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if the Company has the right to terminate this Agreement pursuant to Section 9.3(b), and (B) the Company shall not have the right to terminate this Agreement pursuant to this Section 9.2(a) if Parent has the right to terminate this Agreement pursuant to Section 9.4(b)); provided, further, that neither Parent nor the Company may terminate this Agreement pursuant to this Section 9.2(a) if the Offer Closing occurs prior to the Termination Date; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents 8.1(a) shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied at such Stockholders Meeting or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent any adjournment or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”)postponement thereof; provided, furtherthat, that neither Parent nor the Company may terminate this Agreement pursuant to this Section 9.2(b) if on such extended date the Offer Closing shall have occurred; or (c) any Order permanently restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent Offer or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) Merger shall have enacted, issued, promulgated, enforced or entered any Order that is not become final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied whether before or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b8.1(a)); provided provided, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 9.2 shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation or other breach under this Agreement in any manner has been the primary cause of, or the primary factor that shall have proximately contributed to resulted in, the failure of any Tender Offer Condition or a condition to the Mergers consummation of the Merger to be consummatedhave been satisfied on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action Closing (whether before or after the receipt of the Board of Directors of either Parent Requisite Company Vote or the Company if:Requisite Parent Vote): (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. (New York City time) on or before December 1331, 2018 2023 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination End Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached whose material breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner has been a contributing cause of, or was a contributing factor that shall have proximately contributed to resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been a contributing cause of, or was a contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) If the Parent Stock Issuance has been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time Time, whether before or after the time the Requisite Company Vote is obtained, by action of either the Parent Board of Directors of either Parent or the Company Board if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. July 22, 2015 (New York City time) on December 13provided, 2018 (the “Initial Termination Date”that, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents conditions to Closing set forth in Sections 8.1(b) and/or 8.1(c) shall not have been obtained and satisfied but all of the other conditions set forth in Article VI to Closing shall have been satisfied (or waived (except for those in the case of conditions that by their nature terms are to be satisfied at the Closing, provided that such conditions were then shall be capable of being satisfied if on such date) or waived by all parties entitled to the Closing had taken placebenefit of such conditions, then, at the written election of either the Company or Parent, such date may be extended to December 22, 2015) (such date, as it may be extended in accordance with the proviso above, and subject to Section 10.5(c)(ii), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a9.2(a) shall not be available to any party if the failure of the Merger to have been consummated on or before the applicable Termination Date was primarily due to the material breach of the party seeking to terminate this Agreement; (b) the Company Stockholders Meeting shall have been held and completed and the Requisite Company Vote shall not have been obtained at such Company Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the Merger shall become final and non-appealable (whether before or after the time the Requisite Company Vote is obtained); provided, that the right to terminate this Agreement pursuant to this Section 7.02(d9.2(c) shall not be available to any party that has materially breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to Agreement, which breach was the failure of the Mergers to be consummatedprimary reason for such Order being issued.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action (whether before or after the receipt of the Board of Directors of either Parent Requisite Company Vote or the Company if:Requisite Parent Vote): (a) if the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13or prior to 5:00 p.m., 2018 (the “Initial Termination Date”Eastern Time, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13March 15, 2019 (the “First Extended Termination End Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached whose breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the cause of, or resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Stock Issuance has been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13March 6, 2018 2007 (the “Initial "Termination Date”, and as it may be extended below, the “Termination Date”"), whether such date is before or after the date of adoption approval by the shareholders or stockholders of the Company or Parent, respectively; provided, however, that, if Parent or the Company determines that additional time is necessary in order to obtain a Required Governmental Consent, the Termination Date may be extended from time to time by Parent or the Company one or more times by written notice to the other party up to a date not beyond September 6, 2007, which date shall thereafter be deemed to be the Termination Date, (b) the approval of this Agreement by the stockholders of the Company or the approval of the Stock Issuance Company's shareholders required by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; , (c) the approval of Parent's stockholders necessary for the Stock Issuance by the stockholders issuance of Parent referred Common Stock required to in be issued pursuant to the Merger as required by Section 6.01(b7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance on such issuance was taken; or taken or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, except for any Order the existence of which would not result in the failure of the condition set forth in Section 7.1(c) or (d) (whether before or after the adoption of this Agreement approval by the shareholders or stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bParent, respectively); provided that the right to terminate this Agreement pursuant to Section 7.02(aclause (a) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. May 18, 2015 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b7.1(a); provided that, (i) if either the Company or Parent determines that if on such date additional time is necessary in connection with obtaining a Required Governmental Consent from the FCC or any PUC listed in Section 7.2(c) of the Required Parent Disclosure Letter and foreign Governmental Consents shall not have been obtained and all Entities listed in Section 7.2(c) of the other conditions set forth Company Disclosure Letter or in Article VI have been satisfied or waived (except for those conditions that by their nature are connection with the expiration of the waiting period pursuant to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place)HSR Act, the Initial Termination Date may be extended by either Parent or the Company from time to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of time by written notice to the other conditions set forth in Article VI have been satisfied or waived up to a date not beyond August 17, 2015 and (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied ii) if the Closing had taken place)Termination Date has been extended to August 17, 2015, the First Extended Termination Date may be extended further by either the mutual written agreement of Parent or and the Company from time to 11:59 p.m. (New York City time) on December time up to a date not beyond November 13, 2019 2015, which date or dates pursuant to clauses (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(ei) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction or (other than those Governmental Entities set forth on Section 6.01(dii) of the Company Disclosure Letter) this Section 8.2, as extended from time to time, shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are thereafter be deemed to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; , (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b7.1(a); , provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummated, or (d) the FCC adopts a hearing designation order in respect of the transactions contemplated by this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action Closing (whether before or after the receipt of the Board of Directors of either Parent Requisite Company Vote or the Company if:Requisite Parent Vote): (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. (New York City time) on December 13or before October 15, 2018 2023 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination End Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached whose material breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the principal cause of, or primarily resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Stock Issuance has been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Mergers Merger shall not have been consummated by 11:59 p.m. the Termination Date (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended defined below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company or Company; (ii) the approval of the Stock Issuance Company's stockholders required by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents 7.1(a) shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon thereof; PROVIDED, HOWEVER, that if an Acquisition Proposal has been made by any Person prior to the adoption time of such vote, the Company may not terminate this Agreement was taken; pursuant to this clause (cii) until a date that is not less than 90 days after the approval date of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor such vote, or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (diii) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bParent); provided PROVIDED, that the right to terminate this Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated. For purposes hereof, the "TERMINATION DATE" shall be July 24, 2001; provided, however, that if the Merger shall have not been consummated by July 24, 2001 solely by reason of the S-4 Registration Statement not having been declared effective under the Securities Act, the Termination Date shall be September 24, 2001; provided further, however, that in the event that the S-4 Registration Statement is permitted to be declared effective under the Securities Act without prior SEC review, the Termination Date shall be April 24, 2001.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company Company, and upon delivery of written notice to the other party if: (a) the Mergers Closing shall not have been consummated occurred by 11:59 p.m. August 2, 2016 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended belowas described below in this Section 8.2(a), the “Termination Date”); provided, whether however, that if as of such date is before or after date, the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to condition set forth in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall 7.1(c) is not have been obtained and satisfied but all of the other conditions set forth in Article VI ARTICLE VII shall have been satisfied or waived (except for those conditions that by their nature are to or shall be satisfied at the Closing, provided that such conditions were then capable of being satisfied or waived as of such date if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company were otherwise to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if occur on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e7.1(c) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then remain capable of being satisfied if the Closing had taken place)or waived, then the Initial Termination Date may be extended from August 2, 2016 to November 2, 2016 (the “Outside Date”) at the election of Parent or the Company by written notice to the other party (and the Outside Date shall then be the Termination Date), provided, further, that the First Extended right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party hereto that has breached its obligations under this Agreement in any manner that shall have contributed to the failure of the Closing to have occurred prior to the Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.in any material respect; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(b) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure existence of such Order in any material respect; or (c) this Agreement shall not have been duly adopted by stockholders of the Mergers to be consummatedCompany constituting the Company Requisite Vote at the Stockholders Meeting or any adjournment or postponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Duke Effective Time by action of either the Company Board (upon the recommendation of Directors of either Parent the Company Special Committee) or the Company Parent Board, if: (a) the Mergers shall not have been consummated by 11:59 p.m. 5:00 p.m., (New York City timeTime) on December 13February 28, 2018 2022 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”); provided, whether however, that if the conditions to the Closing set forth in Section 7.1(d) (Regulatory Approvals) have not been satisfied or waived on or prior to such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and but all of the other conditions to Closing set forth in Article VI VII have been satisfied or waived (except for other than those conditions that by their nature are to be satisfied or waived at the Closing, provided that Closing (so long as such conditions were then are reasonably capable of being satisfied if the Closing had taken placesatisfied)), the Initial Termination Outside Date may shall be extended by either Parent or the Company automatically to 11:59 p.m. (New York City time) on June 13May 31, 2019 (2022, and such date, as so extended, shall be the “First Extended Termination Outside Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(a) shall not be available to any party Party that has breached in any material respect its obligations under any representation, warranty, covenant or agreement set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers consummation of the Merger; (b) the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting (or in the case of any adjournment or postponement thereof taken in accordance with this Agreement, upon the final adjournment or postponement thereof) (provided that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be consummatedavailable to any Party if the Company Stockholders Meeting has not been held because the Requisite Company Vote was previously obtained by delivery of the Company Written Consent); or (c) any Law or Governmental Order having the effect set forth in Section 7.1(e) has become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to any Party that has breached in any respect any representation, warranty, covenant or agreement set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13July 15, 2018 2019 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after provided, however, that the date right to terminate this Agreement under this Section 7.2(a) shall not be available to any party whose material breach of adoption any provision of this Agreement has been the primary cause of, or resulted in, the failure of the Merger to be consummated by the stockholders of Termination Date; (b) the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents Stockholder Approval shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; provided, however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to the Company if its material breach of any provision of this Agreement has been the primary cause of, or resulted in, the failure the obtain the Company Stockholder Approval; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Stockholder Approval shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval issuance of the Parent Class A Common Stock Issuance was taken; provided, however, that the right to terminate this Agreement under this Section 7.2(c) shall not be available to Parent if its material breach of any provision of this Agreement (including Section 5.5(b)(ii)) has been the primary cause of, or resulted in, the failure to obtain the Parent Stockholder Approval; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders date of the Company or the approval of the Stock Issuance by the stockholders of Stockholder Approval and Parent Stockholder Approval referred to in Section 6.01(b6.1(a); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(d7.2(a) shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the primary cause of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13March 4, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2013, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b7.1(a) (the “Termination Date”); provided provided, however, that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company upon written notice to 11:59 p.m. (New York City time) on June 13the other party if, 2019 (as of the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and (i) all of the other conditions set forth in Article VI to Closing have been satisfied or waived (except for other than those conditions that by their nature are to be satisfied by action taken at the Closing provided that such Closing) other than the conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e7.1(b) is or Section 7.1(c) and which have not been satisfied as of by the applicable Termination Date because a Governmental Entity of a competent jurisdiction or (other than those Governmental Entities set forth on Section 6.01(dii) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI to Closing have been satisfied or waived (except for other than those conditions that by their nature are to be satisfied by action taken at the Closing, provided that such conditions were then capable of being satisfied if ) but the Closing had taken place), then Marketing Period shall not have been completed by the Initial Termination Date, in each case to a date not beyond the First Extended Termination Date later of (x) June 3, 2013 or (y) the Second Extended Termination Extension Date, as applicableif the Debt Commitment Letter is amended pursuant to Section 6.15(b), shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b7.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon of the adoption of Stockholders Meeting taken in accordance with this Agreement was taken; or (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b7.1(a)); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by the Company by action of the Company Board (acting with the approval of Directors the Independent Director) or Parent by action of either the Parent Board (acting upon the recommendation of the Special Committee) or the Company Special Committee if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13September 20, 2018 2021 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”), whether such date is before or after the date of adoption of this Agreement by which the stockholders Company Stockholder Approval, the Parent Stockholder Approval or the Parent Majority of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b)Minority Stockholder Approval have been obtained; provided that the right to terminate this Agreement under this Section 9.2(a) shall not be available to any Party hereto if on the breach by such date Party of its representations and warranties set forth in this Agreement or the failure of such Party to perform any of its obligations under this Agreement has been a principal cause of or primarily resulted in the Required Governmental Consents failure of this condition; (b) the Parent Stockholder Approval or the Parent Majority of the Minority Stockholder Approval shall not have been obtained and all at the Parent Stockholders Meeting, including at any adjournment, recess or postponement of the other conditions set forth Parent Stockholders Meeting, held in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of accordance with this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was takenAgreement; or (di) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealableappealable or (ii) any Law shall have been enacted, entered, enforced or deemed applicable to the Merger that prohibits, makes illegal or enjoins the consummation of the Merger (in the case of each of clauses (i) and (ii) whether before or after the adoption of this Agreement by Company Stockholder Approval, the stockholders Parent Stockholder Approval or the Parent Majority of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bMinority Stockholder Approval have been obtained); provided that the right to terminate this Agreement pursuant to under this Section 7.02(a) or Section 7.02(d9.2(c) shall not be available to any party Party hereto that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers use its reasonable best efforts pursuant to be consummatedSection 7.6.

Termination by Either Parent or the Company. This Agreement ------------------------------------------- may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the board of directors of the Company if: if (ai) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13April 30, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2000, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b8.1(a); provided, however, that if a request for additional information is received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice pursuant to the HSR Act or additional information is requested by a governmental authority (a "Foreign Authority") pursuant to the antitrust, competition, foreign investment, or similar laws or any foreign countries or supranational commissions or boards that require pre-merger notifications or filings with respect to the Merger (collectively, "Foreign Merger Laws"), then such date shall be extended to the 30th day following the date when the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice has deemed the Parent and/or the Company, as applicable, to be in substantial compliance with such request for additional information, but in any event not later than May 31, 2000, (ii) the Company Stockholders Meeting shall have been convened, held and completed and the approval referred to in Section 8.1(a) shall not have occurred at a meeting duly convened therefor been obtained thereat or at any adjournment or postponement thereof at which a vote upon thereof; provided however, that Parent shall not be permitted to terminate the Agreement pursuant to this clause (ii) if Parent or Merger Sub shall not have voted all Shares then owned beneficially or of record by them in favor of approval and adoption of this Agreement was taken; Agreement, the Merger and the transactions contemplated hereby as required by Section 7.3(a), (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (diii) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Offer or the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b8.1(a)) or (iv) if the Offer terminates or expires on account of the failure of any of the Offer Conditions; provided that the right to terminate this Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the proximate cause of, or resulted in, the failure to consummate the Merger by the date referred to in clause (i) of this Section 9.2 and, provided, further, that the Mergers right to terminate this Agreement pursuant to clause (iii) of this Section 9.2 shall not be available to any party that has breached its covenant in Section 7.4 to use commercially reasonable best efforts to prevent such Order from being issued and to use commercially reasonable best efforts to cause such Order to be consummatedvacated, withdrawn or lifted.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action Closing (whether before or after the receipt of both the Board of Directors of either Requisite Company Vote and Requisite Parent or the Company if:Vote): (a) if the Mergers shall have not have been consummated by 11:59 p.m. (New York City time) on December 13or before October 31, 2018 2022 (the “Initial Termination Date”, and as it may be extended below, the “Termination End Date”); provided, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that (i) if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions to Closing set forth in Article VI Section 6.01(e), or Section 6.01(f) (solely if the applicable legal restraint relates to any Antitrust Laws) are not satisfied or waived on or prior to the close of business on the End Date but all other conditions to Closing set forth in Section 6.01, Section 6.02 and Section 6.03 have been satisfied or waived (except for other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place)) or waived, the Initial Termination End Date may will be extended by either Parent or automatically extended, without any action on the Company part of any party hereto, to 11:59 p.m. (New York City time) on June 13January 31, 2019 (2023 and, if so extended, such date shall be the “First Extended Termination End Date”); provided, further, that if on any such extended date any of the Required Governmental Consents shall conditions are not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those on or prior to the close of business on January 31, 2023 but all other conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not 6.01, Section 6.02 and Section 6.03 have been satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date) or waived, the First Extended Termination End Date or will be automatically extended, without any action on the Second Extended Termination Datepart of any party hereto, as applicableto April 30, 2023 and, if so extended, such date shall be extended until the earliest of (i) six months after the applicable Termination Date “End Date”; provided, (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enactedhowever, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached whose breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner has been a contributing cause of, or was a contributing factor that shall have proximately contributed to resulted in, the failure of the Mergers to be consummated.consummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been a contributing cause of, or was a contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, that a breach by Redwood or its affiliates of the Redwood Voting Agreement shall not give rise to the right of the Company to terminate under this Section 7.02(c) and the Parties shall promptly cooperate in securing timely enforcement of the Redwood Voting Agreement, including seeking an injunction or injunctions to prevent breaches or threatened breaches of the Redwood Voting Agreement or enforcing specifically the performance of the terms and provisions thereof, pursuant Section 8.13(a); or

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Transaction may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (a) the Mergers First Merger shall not have been consummated by 11:59 p.m. the date that is seven months following the date of this Agreement (New York City timeor if the second provisio in this Section 7.2(a) on December 13shall apply, 2018 the Extended End Date) (the “Initial Termination Date”, and as it may be extended belowlatest such date, the “Termination End Date”), whether such date is before or after the date of the adoption and approval of this Agreement and the First Merger by the stockholders Company’s Stockholders; provided, however, that, if, as of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and End Date, all of the other conditions set forth in Article VI Sections 6.1, 6.2 and 6.3 shall have been satisfied or waived (except for other than those conditions that by their nature are to be satisfied by action taken at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if than the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place6.1(c), then the Initial Termination Date, Company or Parent may extend the First Extended Termination End Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six date that is 12 months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement (the “Extended End Date”), by providing written notice to the stockholders of other party or before the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was takenEnd Date; or (d) any Law or Order enactedprovided, issuedfurther, promulgatedhowever, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d7.2(a) shall not be available to any party that has breached in whose breach of any material respect its obligations under provision of this Agreement results in any manner that shall have proximately contributed to the failure of the Mergers First Merger to be consummatedconsummated by the End Date or the Extended End Date, (b) the Company Stockholder Approval required by Section 6.1(a) shall not have been obtained at the Company Stockholder Meeting (after giving effect to all adjournments or postponements thereof), (c) the Parent Stockholder Approval required by Section 6.1(b) shall not have been obtained at the Parent Stockholder Meeting (after giving effect to all adjournments or postponements thereof) or (d) any Governmental Authority of competent jurisdiction shall have issued an order, decree, injunction or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transaction and such order, decree or ruling or other action shall have become final and nonappealable, whether before or after the adoption and approval of this Agreement by the Company’s Stockholders referred to in Section 6.1(a) (provided, that the party seeking to terminate this Agreement pursuant to this Section 7.2(d) shall have used its reasonable best efforts to remove such injunction, restraint or other action in compliance with Section 5.1(a)).

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company by action of the Parent Board or the Company Board, respectively, at any time prior to the Delta Effective Time by action (whether before or after the receipt of the Board of Directors of either Parent Requisite Company Vote or the Company if:Requisite Parent Vote): (a) if the Mergers shall have not have been consummated by 11:59 p.m. (New York City time) on or before December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 1323, 2019 (the “First Extended Termination Outside Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached whose breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the cause of, or resulted in, the failure of the Mergers to be consummatedconsummated on or before the Outside Date; and provided, further, however, that, in the event that a request for additional information has been made by any Governmental Entity, or in the event that the Form S-4 shall have not yet been declared effective by the date which is 60 days prior to the Outside Date, then either the Company or Parent shall be entitled to extend the Outside Date for up to an additional 120 days by written notice to the other party; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Mergers, the Holdco Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the Company Common Stockholders for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if this Agreement and the applicable transactions contemplated hereby have been submitted to the stockholders of Parent for adoption and approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Mergers Transactions may be abandoned abandoned, at any time prior to the Delta Effective Time Acceptance Time, by action of the Board of Directors of either Parent or the Company if: (a) any court or other Governmental Body of competent jurisdiction has issued a final judgment, injunction order, decree or ruling or taken any other final action permanently restraining, enjoining, or otherwise prohibiting the Offer, Asset Sale, Compulsory Acquisition, Liquidation, Second Step Distribution, the Mergers or any other Transaction, and such judgment, injunction, order, decree, ruling or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 6.2(a) shall not have be available to any party if the failure of such party to perform or comply with any of its obligations under this Agreement in any material respect has been consummated by 11:59 p.m. the principal cause of or principally resulted in the issuance of such judgment, injunction, order, decree or ruling or the taking of such other action; (New York City timeb) the Acceptance Time has not occurred on December 13, 2018 or prior to the date that is twelve (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or 12) months after the date of adoption of this Agreement by (the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b“Outside Date”); provided provided, however, that if on as of such date any date, the Offer Condition set forth in paragraph 1(b) of the Required Governmental Consents shall Annex I to this Agreement (Regulatory) is not have been obtained and satisfied but all of the other conditions set forth in Article VI Offer Conditions shall have been satisfied or waived (except for those conditions that by their nature are other than the Minimum Tender Condition and the delivery of the certificate referenced in paragraph 2(c) of Annex I to this Agreement, which certificate only need to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if delivered) and the Closing had taken place)Offer Condition set forth in paragraph 1(b) of Annex I to this Agreement remains capable of being satisfied, then the Initial Termination Outside Date may will be automatically extended by either Parent or until the Company to 11:59 p.m. date that is fifteen (New York City time15) on June 13, 2019 months after the date of this Agreement (and such date will then be the “First Extended Termination Outside Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d6.2(b) shall not be available to any party that has breached in if the failure of such party to perform or comply with any material respect of its obligations under this Agreement in any manner that shall have proximately contributed to material respect has been the principal cause of or principally resulted in the failure of the Mergers Acceptance Time to have occurred on or before the Outside Date; (c) the Offer (as it may have been extended and re-extended in accordance with the terms of this Agreement) expires as a result of the non-satisfaction of any Offer Condition or is terminated pursuant to its terms and this Agreement without Buyer having accepted for purchase any Shares validly tendered (and not withdrawn) pursuant to the Offer; provided, however, that the right to terminate this Agreement pursuant to this Section 6.2(c) shall not be consummatedavailable to any party if the failure of such party to perform or comply with any of its obligations under this Agreement in any material respect has been the principal cause of or principally resulted in the non-satisfaction of any Offer Condition or the termination of the Offer pursuant to its terms without Buyer having accepted for purchase any Shares validly tendered (and not withdrawn) pursuant to the Offer; or (d) the EGM has been held and been concluded and (i) the Governance Resolutions have not been adopted, (ii) the Asset Sale Resolutions have not been adopted, (iii) the Merger Resolutions have not been adopted or (iv) the Demerger Resolutions have not been adopted.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta First Effective Time by action (whether before or after the receipt of the Board of Directors of either Parent Requisite Company Vote or the Company if:Requisite Parent Vote): (a) if the Mergers shall Transactions have not have been consummated by 11:59 p.m. (New York City time) on December 13or before June 30, 2018 2022 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination End Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement, or action or failure to act, has breached been the principal cause of, or primarily resulted in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers Transactions to be consummatedconsummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Transactions, the HoldCo Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement, or action or failure to act, has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if the HoldCo Stock Issuance has been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, however, that the right to terminate this Agreement under this (c) shall not be available to Parent where the failure to obtain the Requisite Parent Vote shall have been caused by the action or failure to act of Parent and such action or failure to act constitutes a material breach by Parent of this Agreement; or (d) in writing, by mutual consent of the parties.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13prior to April 9, 2018 2000 (the “Initial "Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”"); provided, furtherhowever, that either party shall have the option, in its sole discretion, to extend the Termination Date for an additional period of time not to exceed 90 days if on such extended date any all other conditions to consummation of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been Merger are satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of then being satisfied if and the Closing had taken place), sole reason that the First Extended Termination Date may be extended Merger has not been consummated by such date is that either Parent or the Company to 11:59 p.m. (New York City timeA) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e7.1(c) is has not been satisfied as due to the failure to obtain the necessary consents and approvals under applicable Competition Laws and Parent or the Company are still attempting to obtain such necessary consents and approvals under applicable Competition Laws or are contesting the refusal of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those relevant Governmental Entities set forth on Section 6.01(dto give such consents or approvals in court or through other applicable proceedings, or (B) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions condition set forth in Article VI have Section 7.1(d) has not been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , satisfied; (ii) two business days following such earlier date on which the Mergers are required to occur Company Stockholders Meeting shall have been held and (iii) the date such Order becomes final completed and non-appealable. (b) the adoption of this Agreement by the Company's stockholders of the Company referred to in Section 6.01(b7.1(a) shall not have occurred at a meeting duly convened therefor occurred; (iii) the issuance of the aggregate Merger Consideration is required to be approved by Parent's stockholders pursuant to the rules or at any adjournment or postponement thereof at which a vote upon listing policies of the adoption of this Agreement was taken; (c) NYSE, the Parent Stockholders Meeting shall have been held and completed and the approval of the Stock Issuance by issuance of the stockholders of Parent Merger Consideration pursuant to this Agreement referred to in Section 6.01(b7.1(a) shall not have occurred at a meeting duly convened therefor occurred; or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (div) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement or approval by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bParent); provided provided, that the right to terminate this Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the cause of, or resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta First Step Effective Time by action Time, whether before or after receipt of the Board of Directors of Company Stockholders’ Approval and/or the Parent Stockholders’ Approval, by either Parent or the Company as authorized by its Board of Directors and by written notice if: (a) the Mergers First Step Effective Time shall not have been consummated by 11:59 p.m. occurred on or before November 30, 2015 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either mutual written agreement of Parent or and the Company to 11:59 p.m. (New York City time) on June 13Company, 2019 (the “First Extended Termination Drop Dead Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.; (b) the adoption of this Agreement by the stockholders of (i) the Company referred to in Section 6.01(b) shall Stockholders’ Approval is not have occurred obtained at a meeting the duly convened therefor or at Company Stockholders’ Meeting, including any adjournment or postponement thereof adjournments thereof, at which a vote upon on the adoption of this Agreement was taken; taken or (cii) the approval of Parent Stockholders’ Approval is not obtained at the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at Parent Stockholders’ Meeting, including any adjournment or postponement thereof adjournments thereof, at which a vote upon on the approval of the Stock Share Issuance was taken; or (dc) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity Authority of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting shall have issued a final nonappealable Law which has the effect of making consummation of the Mergers shall become final and non-appealable, whether before First Step Merger illegal or after otherwise preventing or prohibiting the adoption of this Agreement by the stockholders consummation of the Company or the approval of the Stock Issuance transaction contemplated by the stockholders of Parent referred to in Section 6.01(b)this Agreement; provided provided, however, that the right to terminate this Agreement pursuant to Section 7.02(aclause (a) or Section 7.02(d(b) shall above will not be available to any party Party that has breached or failed to perform in any material respect any of its obligations representations, warranties, covenants or agreements under this Agreement in any manner that shall have proximately contributed to has been the principal cause of or primarily resulted in the failure of the Mergers First Step Merger to be consummatedconsummated as of the date of termination; provided, further, that Parent will not have the right to terminate this Agreement pursuant to clause (a) if there is a breach or failure of any Financing Requirement and specific performance is being pursued by the Company pursuant to Section 10.5.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Merger 1 Effective Time by action of the Board board of Directors directors of either Parent or the Company if: (a1) the Mergers shall not have been consummated by on or before 11:59 p.m. (New York City time) Eastern Time, on December 1331, 2018 2021 (the “Initial Termination Date”, and as it such date may be extended belowin accordance with the proviso at the end of this clause (a), the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents condition set forth in Section 6.1(c) shall not have been obtained and satisfied but all of the other conditions set forth in Article VI Sections 6.1, 6.2 and 6.3 shall have been satisfied or waived (except for other than those conditions that by their nature terms are to be satisfied at the Closing, provided that such conditions were then capable of being they would be satisfied if the Closing had taken placewere to occur on such date), the Initial Termination Date may be extended by either Parent or the Company or Parent (by delivering written notice to the other party at or prior to 11:59 p.m. (New York City timeEastern Time, on December 31, 2021) on June 13to a date not beyond January 30, 2019 (the “First Extended Termination Date”)2022; provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d7.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the primary cause of the failure of the Mergers to be consummatedconsummated by the Termination Date; (2) any court or other Governmental Entity shall have entered, enacted, promulgated, enforced or issued any Law (in each case, whether temporary, preliminary or permanent), that would restrain, prevent, enjoin or otherwise prohibit any of the transactions contemplated by this Agreement; provided that the right to terminate this Agreement under this Section 7.2(b) shall not be available to a party hereto if such restraint, prevention, injunction or prohibition was primarily due to the failure of such party to perform any of its obligations under this Agreement; or (3) either (a) approval of this Agreement by holders of Shares constituting the Requisite Company Vote, as required by Section 6.1(a), shall not have been obtained in a vote held at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (b) the approval and adoption of the this Agreement, the Parent Share Issuance and the Parent Charter Amendment the Requisite Parent Vote, as required by Section 6.1(a), shall not have been obtained in a vote held at the Parent Stockholders Meeting or at any adjournment or postponement thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Transactions may be abandoned at any time prior to the Delta Effective Time Closing by action of the Board of Directors of either Parent or the Company Company, by giving written notice of such termination to the other Party, if: : (a) the Mergers Closing shall not have been consummated by 11:59 p.m. (New York City time) occurred on December 13or prior to November 11, 2018 2024 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”); provided, whether such date is before or after the date of adoption of this Agreement by the stockholders however, that if as of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date Outside Date any of the Required Governmental Consents shall conditions to Closing set forth in Section 6.1(b) (solely as it relates to any applicable Antitrust Laws) or Section 6.1(c) (solely as it relates to any applicable Antitrust Laws) have not have been obtained and satisfied or, to the extent permitted by applicable Law, waived but all of the other conditions to Closing set forth in Article VI have been satisfied or or, to the extent permitted by applicable Law, waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Outside Date may shall be automatically extended without further action by either Parent or the Company Parties to 11:59 p.m. (New York City time) on June 13February 11, 2019 2025 (the “First Extended Termination Outside Date”) (and in the case of such extension, any reference to the Outside Date in this Agreement shall be a reference to the First Extended Outside Date); provided, further, that if on such extended date as of the First Extended Outside Date any of the Required Governmental Consents shall conditions to Closing set forth in Section 6.1(b) (solely as it relates to any applicable Antitrust Laws) or Section 6.1(c) (solely as it relates to any applicable Antitrust Laws) have not have been obtained and satisfied or, to the extent permitted by applicable Law, waived but all of the other conditions to Closing set forth in Article VI have been satisfied or waived (except for those conditions that or, to the extent permitted by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place)applicable Law, the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Outside Date or shall be automatically extended without further action by the Parties to May 11, 2025 (the “Second Extended Outside Date”) (and in the case of such extension, any reference to the Outside Date in this Agreement shall be a reference to the Second Extended Termination Outside Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided provided, further, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d7.2(a) shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers consummation of the Transactions; or (b) any Law or Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions shall have become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be consummatedavailable to any Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Transactions.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta First Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Initial Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended 86 by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are Subsequent Merger is required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. at any timebefore the Effective Time: (New York City timea) on June 13if the Merger has not been consummated by May 2, 2019 2017 (the “First Extended Termination "Outside Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place"), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate terminatethis Agreement under this Agreement pursuant to Section 7.02(a) or Section 7.02(d7.2(a) shall not be available to any party to this Agreement whose breach of this Agreement has been the primary cause of, or primarily resulted in, the failure to consummate the Merger by such date; provided, that if (i) the Marketing Period has breached begun but not ended by the initial Outside Date, then the Outside Date shall automatically be extended to the date that is three (3) Business Days after the final day of the Marketing Period, and (ii) as of such date, all conditions to this Agreement shall have been satisfied or waived (other than those that are satisfied by action taken at the Closing) other than any condition set forth in Section 6.l(b), Section 6.1(c) or Section 6.1(d), then (A) the Company and Parent may (each in its sole discretion) mutually agree to **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** consummate the Merger or (B) if the Company and Parent fail to so agree, the Outside Date will be automatically extended to June 2, 2017; (b) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting (or adjournment thereof)and the Requisite Company Vote is not obtained upon a vote taken thereon;or (c) if any material Law or Order is enacted, issued, promulgated or entered that permanently enjoins or otherwise prohibits consummation of the Merger, and (in the case of any Order) such Order has become final and nonappealable; provided, that, with respect its obligations to any such Order, the right to terminate this Agreement under this Section 7.2(c) shall xxx.xx available to any party to this Agreement in any manner that shall have proximately contributed whose breach of this Agreement has been the primary cause of, or primarily resulted in, the enactment, issuance or entry of, or failure to the failure of the Mergers to be consummatedremove, such Order.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time abandoned: (a) by action of the Board of Directors of either Parent or the Company if: (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. (New York City time) occurred on December 13or prior to April 12, 2018 2001 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b"TERMINATION DATE"); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the ClosingPROVIDED, provided that such conditions were then capable of being satisfied if the Closing had taken place)HOWEVER, the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dthis clause (a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummatedconsummated prior to the Termination Date; (b) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; (c) by action of the Board of Directors of Parent if the Company Board shall have withdrawn, changed or modified (including by amendment of its Schedule 14A), in any such case in a manner adverse to Parent, its approval or recommendation contemplated by Section 4.3(a); PROVIDED, HOWEVER, that any public statement by the Company that (A) it has received an Acquisition Proposal or otherwise taken any action permitted by Section 4.3(a) or (B) otherwise describing the operation of the provisions of this Agreement relating to an Acquisition Proposal, termination, the Company Board's approval or recommendation of this Agreement or the transactions contemplated hereby, shall not, in and of themselves, be deemed to be a public proposal to withdraw, change or modify the Company Board's approval or recommendation for the purposes of this clause (c); (d) by action of the Board of Directors of Parent, in the event of either: (i) a breach by the Company of any representation or warranty made herein by the Company as of the date hereof (determined without giving effect to any qualifications as to "Company Material Adverse Effect" contained in such representation or warranty) which breach, individually or together with all other breaches of representations and warranties made by the Company as of the date hereof, involves a liability or liabilities, or results in or could reasonably be expected to result in losses, damages, liabilities or diminution in value of the Company, in excess of $350,000. (ii) a breach by the Company of any representation or warranty made herein by the Company as of the Effective Time (determined without giving effect to any qualifications as to "Company Material Adverse Effect," "material adverse effect," "material" or similar qualifications contained in such representation or warranty), which breach would, individually or together with all other breaches of representations and warranties made by the Company as of the Effective Date, be reasonably likely to have a Termination Material Adverse Effect; (iii) a breach by the Company of any of its covenants or agreements contained in Sections 4.1 through 4.5 or Sections 4.7 through 4.12, which breach cannot be or has not been cured within 20 days after the giving of written notice to the Company; or (iv) a material breach by the Company of any of its covenants or agreements contained herein (other than Sections 4.1 through 4.5 and Sections 4.7 through 4.12), which breach cannot be or has not been cured within 20 days after the giving of written notice to the Company; (e) by action of the Board of Directors of Parent, if the number of Dissenting Shares equals or exceeds five percent (5%) of the issued and outstanding stock of the Company; (f) by action of the Company Board, in the event of either (x) a breach by Parent of any representation or warranty made herein by Parent (determined without giving effect to any qualifications as to "material adverse effect," "material" or similar qualifications contained in such representation or warranty) which breach would, individually or in the aggregate, be reasonably likely to have a material adverse effect on Parent; or (y) a breach by Parent of any of its covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to Parent; or (g) by action of the Company Board, in accordance with all the requirements of Section 4.3(b).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Initial Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers shall not have been consummated by 11:59 p.m. September 17, 2019 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”); provided, whether however, that (i) the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement of such party in this Agreement caused the failure of the Mergers to be consummated on or prior to such date is before or after and (ii) if on the date of adoption of this Agreement by Termination Date, the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred conditions to Closing set forth in Section 6.01(b7.1(b) or 7.1(c) (in the case of Section 7.1(c); provided that if on such date , as a result of any of the Required Governmental Consents Law or Order arising under any Antitrust Law) shall not have been obtained and satisfied or waived but all of the other conditions set forth in Article VI to Closing shall have been satisfied or waived (except for those conditions that by their nature are to be satisfied at or, in the Closing, provided that such conditions were then capable case of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then or on the Closing Date, shall be capable of being satisfied if the Closing had taken placeon such date), then the First Extended Termination Date may be extended one or more times by either Parent or the Company by written notice to 11:59 p.m. the other party up to a date (New York City timeor dates) on no later than, in any case, December 1317, 2019 2019; (b) following a Company Shareholder Meeting Election, the “Second Extended Termination Date”Company Shareholder Approval shall not have been obtained at the Company Shareholder Meeting (including any adjournment or postponement thereof); provided, further, provided that if the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have resulted in the failure of the condition set forth in Section 6.01(e7.1(a)(i) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takensatisfied; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Shareholder Approval shall not have occurred been obtained at a meeting duly convened therefor or at the Parent Shareholder Meeting (including any adjournment or postponement thereof at which a vote upon thereof); provided that the approval right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have resulted in the failure of the Stock Issuance was takencondition set forth in Section 7.1(a)(ii) to be satisfied; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company Shareholder Approval or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b)Shareholder has been obtained; provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(d) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummatedresulted in such Law or Order being enacted, issued, promulgated, enforced or entered.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company by written notice if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. November 24, 2022 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b7.1(a); provided provided, that if on such date as of the Termination Date (x) any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI Sections 7.1(b) or 7.1(c) (only to the extent related to the matters set forth in Section 7.1(b)) shall not have been satisfied or waived (except for to the extent permitted), but all other conditions to Closing set forth in ARTICLE VII shall have been satisfied, or would be satisfied if Closing were to occur on such date or (y) the conditions set forth in ARTICLE VII (other than those conditions that by their nature terms are to be satisfied at the Closing, provided that such conditions were then capable but subject to the satisfaction or waiver of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City timethose conditions) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived in accordance with this Agreement but the Marketing Period has not been completed three (except for those conditions that by their nature are 3) Business Days prior to be satisfied at the Closing provided that Termination Date, in each such conditions were then capable of being satisfied if the Closing had taken place)case, the First Termination Date shall automatically be extended (such extension, an “Extension Trigger”) for a period of three (3) months (the “Extended Termination Date” and, if so extended, the Extended Termination Date may then shall be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b7.1(a) shall not have occurred at a meeting duly convened therefor the Company Stockholders Meeting, or at any adjournment or postponement thereof thereof, at which a vote upon the adoption of this Agreement was taken;; or (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers Merger shall have become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b7.1(a); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in any material respect its obligations any representation, warranty, covenant or agreement under this Agreement in any manner that shall have proximately contributed to primarily caused or resulted in, the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers transactions contemplated hereby may be abandoned at any time prior to the Delta Effective Time Time, whether before or after the Company Stockholder Approval, by action of the Board of Directors of either Parent or the Company ifas follows: (a) if prior to the Mergers shall Effective Time, the Merger, is enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable Order of a Governmental Entity of competent jurisdiction, provided, however, that the right to terminate this Agreement pursuant to this Section ‎7.2(a) will not have be available to any party whose breach of any provision of this Agreement results in or causes such Order to be issued or the failure of the Order to be removed; (b) if the Merger has not been consummated by 11:59 p.m. (New York City time) on December 13, 2018 or before the date that is 180 days after the date of this Agreement (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”), whether or such later date, if any, as Parent and the Company agree upon in writing (as such date is before or after may be extended, the date of adoption of this Agreement by the stockholders “Outside Date”), provided, that, if, as of the Company or Initial Outside Date, the approval of the Stock Issuance by the stockholders of Parent referred only conditions to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions Closing set forth in Article VI that have not been satisfied or waived (except for other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided that such conditions were then each of which shall be capable of being satisfied if the Closing had taken placeDate were the date the notice of termination is delivered) are those set forth in Section 6.1(b) (solely with respect to Antitrust Laws) or Section 6.1(d), then the Initial Termination Outside Date may shall be automatically extended by either Parent or to the Company to 11:59 p.m. (New York City time) on June 13date that is 270 days after the date of this Agreement, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a‎7.2(b) or Section 7.02(d) shall will not be available to any party that has breached in whose breach of any material respect its obligations under provision of this Agreement results in any manner that shall have proximately contributed to or causes the failure of the Mergers Merger to be consummatedconsummated by the Outside Date; or (c) if the Company Stockholders Meeting (including any adjournment or postponement thereof in accordance with the terms of this Agreement) has concluded, the Company Stockholders have voted, and the Company Stockholder Approval was not obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December February 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2011, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b7.1(a) (such date, as it may be extended pursuant to this Section 8.2, the “Termination Date”); provided , provided, that if on such date February 13, 2011 any of the Required Governmental Consents conditions to Closing in Article VII shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied fulfilled or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then but remain capable of being satisfied if the Closing had taken place)satisfied, the Initial Termination Date may be extended by then either of Parent or the Company may, by written notice to 11:59 p.m. (New York City time) the other delivered on June or prior to the Termination Date, extend the termination date from February 13, 2019 2011 to May 13, 2011 (which shall then be the “First Extended Termination Date”); provided, further, that (A) Parent shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if on such extended date any the Company has the right to terminate this Agreement pursuant to Section 8.3(b), and (B) the Company shall not have the right to terminate this Agreement pursuant to this Section 8.2(a) if Parent has the right to terminate this Agreement pursuant to Section 8.4(b)); (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Required Governmental Consents Company referred to in Section 7.1(a) shall not have been obtained and all at such Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) Merger shall have enacted, issued, promulgated, enforced or entered any Order that is not become final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied whether before or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted7.1(a)), issuedprovided, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in whose failure to fulfill any material respect its obligations obligation or other breach under this Agreement in any manner has been the primary cause of, or the primary factor that shall have proximately contributed to resulted in, the failure of a condition to the Mergers consummation of the Merger to be consummatedhave been satisfied on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers transactions contemplated hereby may be abandoned at any time prior to the Delta Effective Time Time, whether before or after the Company Stockholder Approval, by action of the Board of Directors of either Parent or the Company ifas follows: (a) if prior to the Mergers shall Effective Time, the Merger, is enjoined, prohibited or otherwise restrained by the terms of a final, non-appealable Order of a Governmental Entity of competent jurisdiction, provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(a) will not have be available to any party whose breach of any provision of this Agreement results in or causes such Order to be issued or the failure of the Order to be removed; (b) if the Merger has not been consummated by 11:59 p.m. (New York City time) on December 13, 2018 or before the date that is 180 days after the date of this Agreement (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”), whether or such later date, if any, as Parent and the Company agree upon in writing (as such date is before or after may be extended, the date of adoption of this Agreement by the stockholders “Outside Date”), provided, that, if, as of the Company or Initial Outside Date, the approval of the Stock Issuance by the stockholders of Parent referred only conditions to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions Closing set forth in Article VI that have not been satisfied or waived (except for other than those conditions that by their nature are to be satisfied by actions taken at the Closing, provided that such conditions were then each of which shall be capable of being satisfied if the Closing had taken placeDate were the date the notice of termination is delivered) are those set forth in Section 6.1(b) (solely with respect to Antitrust Laws) or Section 6.1(d), then the Initial Termination Outside Date may shall be automatically extended by either Parent or to the Company to 11:59 p.m. (New York City time) on June 13date that is 270 days after the date of this Agreement, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a7.2(b) or Section 7.02(d) shall will not be available to any party that has breached in whose breach of any material respect its obligations under provision of this Agreement results in any manner that shall have proximately contributed to or causes the failure of the Mergers Merger to be consummatedconsummated by the Outside Date; or (c) if the Company Stockholders Meeting (including any adjournment or postponement thereof in accordance with the terms of this Agreement) has concluded, the Company Stockholders have voted, and the Company Stockholder Approval was not obtained.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13October 5, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)1998, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company or Parent (the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b"Termination Date"); provided that if the Termination Date shall automatically be extended for six months if, on such date October 5, 1998: (i) any of the Required Governmental Consents shall conditions set forth in Section 7.1(c) has not have been obtained and all satisfied or waived, (ii) each of the other conditions to the consummation of the Merger set forth in Article VI have VII has been satisfied or waived or can readily be satisfied, and (except for those conditions iii) any Governmental Consent that by their nature are to be satisfied at the Closinghas not yet been obtained is being pursued diligently and in good faith, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City timeb) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been made or obtained and all of the other conditions set forth in Article VI have been satisfied by Final Orders which contain terms or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if would cause the condition set forth in Section 6.01(e7.1(c) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closingsatisfied, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall have become final and non-appealable, whether before or after the adoption of this Agreement approval by the stockholders of the Company or Parent, (d) the approval of Company Requisite Vote shall not have been obtained at the Stock Issuance by duly held Stockholders Meeting, including any adjournments thereof, or (e) the stockholders of Parent referred to in Section 6.01(b)Requisite Vote shall not have been obtained at the duly held Parent Stockholders Meeting, including any adjournments thereof; provided that the right to terminate this Agreement pursuant to Section 7.02(aclause (a), (b), (d) or Section 7.02(d(e) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Amalgamation shall not have been consummated occurred by 11:59 p.m. (5:00 p.m., New York City time) , on December 13October 14, 2018 (2006; provided that, if all conditions to the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders obligations of the Company or parties set forth in Article VIII (other than (i) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived Sections 8.01(b), 8.01(c) and 8.02(d) and (except for those ii) conditions that by their nature are to be satisfied at the Closing) have been satisfied or waived prior to such date, provided that such conditions were then capable of being satisfied if the Closing had taken place)right to terminate this Agreement pursuant to this Section 9.02(a) shall not be available to any party until 5:00 p.m., the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) , on June 13March 14, 2019 2007 (the “First Extended "Final Termination Date”"); provided, further, that if on such extended date any of ; (b) the Required Governmental Consents Company Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the approval (i) any Governmental Authority of the Stock Issuance by United States, the stockholders of Parent referred to in Section 6.01(b) Netherlands, or the European Commission Directorate General for Competition shall not have occurred at issued or adopted a meeting duly convened therefor final Law, Order or at taken any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently other final action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such Law, Order or other action is or shall have become final and nonappealable or (ii) any other Governmental Authority shall have issued or adopted a final Law, Order or taken any other final action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and consummation of the Mergers shall become final and non-appealable, whether before or after the adoption transactions contemplated hereby in violation of this Agreement by the stockholders of the such prohibition would reasonably be expected to have a Company or the approval of the Stock Issuance by the stockholders of Material Adverse Effect and/or Modified Parent referred to in Section 6.01(b)Material Adverse Effect; provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 9.02 shall not be available to any party that has breached in any material respect its obligations under this Agreement or the Amalgamation Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Amalgamation to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by written notice at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company Company, if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13January 15, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2014, whether such date is before or after the date of adoption of this Agreement by the stockholders of on which the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on Requisite Vote is obtained (such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closingdate, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date as it may be extended by either Parent or pursuant to the Company to 11:59 p.m. (New York City time) on June 13provisions hereof, 2019 (the “First Extended Termination Date”); provided, furtherthat the Termination Date shall be extended at the written request of the Company or Parent to such date as may be specified by the Company or Parent (whichever is later) in such written request (but in no event later than May 15, 2014) if, at any time after November 30, 2013, the Required Approvals have not been obtained; provided, that if on such written request shall include a statement by the party making such request that it believes in good faith that there is a reasonable possibility of obtaining the Required Approvals prior to such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that neither party hereto shall have the right to terminate this Agreement pursuant to this Section 8.2(a) if any failure of such party to perform or comply with the condition covenants and agreements of such party set forth in Section 6.01(e) is not satisfied as this Agreement shall have been the primary cause of the applicable failure of the Merger to be consummated by the Termination Date because and such failure to perform or comply constitutes a Governmental Entity material breach of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.this Agreement; (b) the adoption of this Agreement by the stockholders of Shareholders Meeting shall have been held and completed and the Company referred to in Section 6.01(b) Requisite Vote shall not have occurred been obtained at a meeting duly convened therefor the Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Vote has been obtained); provided provided, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(c) shall not be available to any party hereto that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: (a) the Mergers Closing shall not have been consummated by 11:59 p.m. (New York City time) occurred on December 13or before May 11, 2018 2020 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Outside Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, furtherhowever, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon by such date solely due to the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity failure of a competent jurisdiction permanently restrainingParty to receive the FINRA Approval, enjoining or otherwise prohibiting consummation of the Mergers Outside Date shall become final and nonbe automatically extended for up to one additional 30-appealable, whether before or after day period to allow for the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred FINRA Approval to in Section 6.01(b)be obtained; provided that the right to terminate this Agreement pursuant to under this Section 7.02(a) or Section 7.02(d9.2(a) shall not be available to any Party whose breach of any representation, warranty, covenant or agreement contained in this Agreement has been the primary cause of or resulted in the failure of the transactions contemplated by this Agreement to occur on or before such date; provided, further, that if the Closing shall not have occurred on or before the Outside Date as a result of a Financing Failure, then, notwithstanding the second proviso of this Section 9.2(a), Parent may terminate this Agreement pursuant to this Section 9.2(a) if Parent pays the Reverse Termination Fee required to be paid pursuant to Section 9.5(d) (it being agreed that Parent shall be permitted to terminate this Agreement pursuant to this Section 9.2(a) following the occurrence of a Financing Failure even if the Reverse Termination Fee is not be required to be paid because the Company Causation Exception applies pursuant to Section 9.5(d)); (b) if any Government Order permanently restrains, enjoins or prohibits or makes illegal the consummation of the Merger, and such Government Order becomes effective (and final and nonappealable) or any Law becomes enacted, entered, promulgated or enforced by any Government Authority that prohibits or makes illegal consummation of the Merger; provided that the terminating party that has breached shall have complied in any all material respect respects with its obligations under this Agreement Agreement, including Section 7.4 (Regulatory Actions; Reasonable Best Efforts); or (c) if the Company Shareholder Approval is not obtained at the Company Shareholders Meeting (unless such Company Shareholders Meeting has been postponed or adjourned, in any manner that shall have proximately contributed to which case at the failure of the Mergers to be consummatedfinal postponement or adjournment thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13July 14, 2018 2004 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination "Outside Date”); provided, furtherhowever, that if on such extended date either Parent or the Company determines that additional time is necessary in connection with obtaining any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied consent, registration, approval, permit or waived (except for those conditions that by their nature are authorization required to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place)obtained from any Governmental Entity, the First Extended Termination Outside Date may be extended by either Parent or the Company from time to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of time by written notice to the other conditions set forth party to a date not beyond November 30, 2004 if it in Article VI have been satisfied good faith believes such consent, registration, approval, permit or waived (except for those conditions that authorization can be obtained by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.date; (b) the adoption of this Agreement by the stockholders of upon a vote duly taken at the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenRequired Company Vote shall not have been obtained; (c) the approval if any court of competent jurisdiction or other Governmental Entity shall have issued an order, decree or ruling, or taken any other action restraining, enjoining or otherwise prohibiting any of the Stock Issuance transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and non-appealable; provided, that the stockholders of Parent referred party seeking to in terminate this Agreement pursuant to this Section 6.01(b8.02(c) shall have used its reasonable best efforts to contest and remove such order, decree, ruling or action and shall not have occurred at a meeting duly convened therefor be in violation of Section 6.03 or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken6.04; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.01(b), and 7.02(d), as applicable, and such denial of a competent jurisdiction permanently restrainingrequest to issue such order, enjoining decree, ruling or otherwise prohibiting consummation of the Mergers take such other action shall have become final and non-appealable; provided, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.02 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Mergers Transactions may be abandoned abandoned, at any time prior to the Delta Effective Time Acceptance Time, by action of the Board of Directors of either Parent or the Company if: (a) any court or other Governmental Body of competent jurisdiction has issued a final Judgment or taken any other final action permanently restraining, enjoining, or otherwise prohibiting consummation of the Mergers Offer, and such Judgment or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 6.2(a) shall not have be available to any party if the failure of such party to perform or comply with any of its obligations under this Agreement in any material respect has been consummated by 11:59 p.m. the principal cause of or principally resulted in the issuance of such Judgment or the taking of such other action; (New York City timeb) the Acceptance Time has not occurred on December 13or prior to July 17, 2018 2024 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”); provided, whether such date is before or after however, that if as of the date five (5) Business Days prior to such date, the Offer Condition set forth in paragraph 1(b) of adoption of Annex I to this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall (Regulatory) is not have been obtained and satisfied but all of the other conditions set forth in Article VI have been satisfied or waived Offer Conditions (except for other than the Minimum Tender Condition and those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived waived, then each of the Company and Parent has the right, but not the obligation, by delivery of written notice to the other party to elect to extend the then-applicable Outside Date to a date 90 days after the then-applicable Outside Date (except for those conditions that by their nature are with all references in this Agreement to the Outside Date thereafter being deemed to be satisfied at references to the Closing provided that such conditions were then capable of being satisfied if the Closing had taken placeOutside Date as so extended), with the First Extended Termination Company and Parent entitled to a total of three such extensions in the aggregate so that the initial Outside Date may will not in any event be extended by either Parent or more than 270 days in the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”)aggregate; provided, furtherhowever, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d6.2(b) shall not be available to any party that has breached in if the failure of such party to perform or comply with any material respect of its obligations under this Agreement in any manner that shall have proximately contributed to material respect has been the principal cause of or principally resulted in the failure of the Mergers Acceptance Time to be consummated.have occurred on or before the Outside Date; or (c) the Offer (as it may have been extended and re-extended in accordance with the terms of this Agreement) expires as a result of the non-satisfaction of any Offer Condition or is terminated pursuant to its terms and this Agreement without Buyer having accepted for purchase any Offer Securities validly tendered (and

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company (through action by, or with the approval of the Special Committee) at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company ifTime: (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. (New York City time) on December 13August 31, 2018 2008 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided except that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dunder this clause (a) shall not be available to any party to this Agreement whose failure to fulfill any of its obligations has been a principal cause of, or resulted in, the failure to consummate the Merger by such date; (ii) if the SEC has reviewed the Company Proxy Statement and the Company Stockholders Meeting has not been held by August 31, 2008, then either party may by notice to the other party extend the Outside Date to the earlier of ten (10) days after the date on which the Company Stockholders Meeting is scheduled to be held or October 31, 2008; and (iii) if, after August 31, 2008 but prior to October 31, 2008, any Governmental Entity shall have entered an Order that has breached in the effect of enjoining the consummation of the Merger and any material respect its obligations under party to this Agreement in any manner that shall have proximately contributed commenced an appeal thereof, this Agreement and the Outside Date may be extended by written notice of either Parent or the Company to the failure other party to the date that is 30 days following the issuance of a decision by the applicable appeals court with respect to such an appeal, but in no event beyond October 31, 2008; (b) if this Agreement has been submitted to the stockholders of the Mergers Company for adoption at a duly convened Company Stockholders Meeting (or adjournment or postponement thereof) and the Requisite Company Vote is not obtained; (c) if (i) the Company Board makes or issues a Superior Proposal Change of Recommendation, (ii) the Company enters into an agreement in principle, arrangement, understanding or a Contract relating to be consummateda Superior Proposal or (iii) the Company or the Company Board publicly announces its intention to do either of the foregoing; (d) if any Law is enacted that prohibits consummation of the Merger; or (e) if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company ifCompany: (a) if the Mergers Merger has not been consummated on or before January 30, 2024 (such date as is provided in this Section 7.02(a), the “End Date”); provided, however, that, if on such date the condition precedent set forth in Section 6.01(c) shall not have been consummated by 11:59 p.m. (New York City time) on December 13satisfied, 2018 (but all other conditions precedent to the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders consummation of the Company or Merger and the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI transactions contemplated hereby have been satisfied or waived (except for those or, in the case of conditions that by their nature terms are to be satisfied at the Closing, provided that such conditions were then are capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken placedate), then the Initial Termination Date, the First Extended Termination End Date or the Second Extended Termination Date, as applicable, shall automatically be extended until the earliest of (i) six months after the applicable Termination Date to April 30, (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken2024; or (d) any Law or Order enactedprovided, issuedthat, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached whose material breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the principal cause of the failure of the Mergers Merger to be consummatedconsummated on or before the End Date; (b) if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted for a vote of the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting at which a vote in respect of the Requisite Company Vote was held and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case such Requisite Company Vote shall not have been obtained at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City Pacific Standard time) on December 13January 2, 2018 2023 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after provided, however, that the date right to terminate this Agreement under this Section 7.2(a) shall not be available to any party whose material breach of adoption any provision of this Agreement has been the cause of, or resulted in, the failure of the Merger to be consummated by the stockholders of Termination Date; (b) the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents Stockholder Approval shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; provided, however, that the right to terminate this Agreement under this Section 7.2(b) shall not be available to the Company if its material breach of any provision of this Agreement has been the cause of, or resulted in, the failure to obtain the Company Stockholder Approval; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Stockholder Approval shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval issuance of the Parent Common Stock Issuance was taken; provided, however, that the right to terminate this Agreement under this Section 7.2(c) shall not be available to Parent if its material breach of any provision of this Agreement has been the cause of, or resulted in, the failure to obtain the Parent Stockholder Approval; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction Judgment permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders date of the Company or the approval of the Stock Issuance by the stockholders of Stockholder Approval and Parent Stockholder Approval referred to in Section 6.01(b6.1(a); provided that the right to terminate this Agreement pursuant to under this Section 7.02(a) or Section 7.02(d7.2(d) shall not be available to any party that has breached in Party if its material breach of any material respect its obligations under provision of this Agreement has been the cause of, or resulted in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by the Company upon action of the Company Board or Parent upon action of Directors the Parent’s board of either Parent or the Company directors if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. October 7, 2010 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date Stockholder Approval is obtained; provided that (i) the right to terminate this Agreement pursuant to this Section 7.2(a) shall not be available to any party if the failure of adoption the Merger to have been consummated on or before the Termination Date was primarily due to the failure of such party to perform any of its obligations under this Agreement, (ii) if the Marketing Period has commenced on or before any such Termination Date, but not ended on or before any such Termination Date, such Termination Date shall automatically be extended by one month and (iii) the Termination Date shall not occur sooner than three Business Days after the final day of the Marketing Period; and provided, further (x) any purported termination of this Agreement under this Section 7.2(a) shall be deemed a termination under Section 7.2(b) if, at the time of any such intended termination by the stockholders of Company, either the Company or Parent is entitled to terminate this Agreement pursuant to Section 7.2(b) and (y) any purported termination of this Agreement under this Section 7.2(a) shall be deemed a termination under Section 7.3(b) or Section 7.3(c), respectively, if, at the approval time of any such intended termination, the Stock Issuance by Company is entitled to terminate this Agreement pursuant to Section 7.3(b) or Section 7.3(c), respectively; (b) the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of Stockholders Meeting shall have been held and completed and the Required Governmental Consents Stockholder Approval shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Stockholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d7.2(c) shall not be available to any party that has breached in if the enactment, issuance, promulgation, enforcement or entry of such Order, or the Order becoming final and non appealable, was primarily due to the failure of such party to perform any material respect of its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummatedAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13October 12, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2012, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on 7.1(a) (such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closingdate, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date as it may be extended by either Parent or pursuant to the Company to 11:59 p.m. (New York City time) on June 13provisions hereof, 2019 (the “First Extended Termination Date”); , provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately materially contributed to the failure of a condition to the Mergers consummation of the Merger to have been satisfied on or before the Termination Date, provided, further, that if, on the Termination Date, the condition to the Closing set forth in Section 7.1(c) shall not have been satisfied but all other conditions to the Closing shall have been satisfied or are capable of being satisfied, then either party may extend the Termination Date by an additional 60 days by delivering written notice to the other party of such extension; (b) the Stockholders Meeting shall have been held and completed and adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a) shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 8.2(b) if the failure to obtain the Company Requisite Vote is attributable to a failure on the part of such party to perform any material obligation required to be consummatedperformed by such party; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the adoption of this Agreement by the stockholders of the Company referred to in Section 7.1(a)), provided, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be available to any party that has not used its reasonable best efforts to contest, appeal and remove such Order.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action Closing (whether before or after the receipt of the Board of Directors of either Parent Requisite Company Stockholder Consent or the Company if:Requisite Parent Vote): (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. (New York City time) on December 13or before April 30, 2018 2024 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination End Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) shall not be available to any party that has breached whose material breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to has been the principal cause of, or primarily resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the WTRV Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Stockholder Consent shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the WTRV Stock Issuance has been submitted to the stockholders of WTRV for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such WTRV Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of either the Company Board of Directors of either Parent or the Company board of directors of Parent if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13July 31, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b8.1(a); provided provided, that (i) if one or more of the conditions to closing set forth in Section 8.1(b) or Section 8.1(c) have not been satisfied or waived on or prior to such date any of the Required Governmental Consents shall not have been obtained and but all of the other conditions to closing set forth in Article VI VIII shall have been satisfied or waived (except for other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were would then be capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company were to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if take place on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken placedate), then the Initial Termination Outside Date shall be automatically extended no more than three times in the aggregate, each time by a period of one month or (ii) if the Marketing Period has commenced but not yet been completed (or would have commenced, but for clause (A) of the proviso in the definition of “Marketing Period”) at the time of the Outside Date, the First Extended Termination Outside Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months three Business Days after the applicable Termination final date of the Marketing Period (and in the case of any extension pursuant to this proviso, any reference to the Outside Date in any other provision of this Agreement shall be a reference to the Outside Date, (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.as extended); (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b8.1(a) shall not have occurred been obtained at a meeting duly convened therefor the Stockholders Meeting or at any adjournment adjournment, recess or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to Stockholders Meeting taken in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was takenaccordance with this Agreement; or (di) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealableappealable or (ii) any Law will have been enacted, entered, enforced or deemed applicable to the Merger that prohibits, makes illegal or enjoins the consummation of the Merger (in the case of each of clauses (i) and (ii) whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b8.1(a); ). provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 9.2 shall not be available to any party Party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to been the primary cause of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company ifTime: (a) whether before or after receipt of the Mergers shall Requisite Company Vote, if the Merger has not have been consummated by 11:59 p.m. (New York City time) on December 13May 8, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”)2007; provided, furtherthat (i) if, that if on prior to the 10 Business Day period immediately prior to such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place)date, the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e7.1(b) is has not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place)waived, then at any time during such 10 Business Day period Parent may unilaterally extend such date for an additional 90 days by delivering written notice thereof to the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date Company, (ii) two business if Parent has not so extended pursuant to clause (i), prior to the Company exercising such termination right, it shall provide Parent with at least five Business Days prior written notice and, after receipt by Parent of such notice, Parent shall have the right, exercisable by written notice to the Company, to unilaterally extend such date for an additional 90 days following such earlier date on which if the Mergers are required condition to occur the parties' obligation to consummate the Merger set forth in Section 7.1(b) has not been satisfied or waived, and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(d) shall under this clause will not be available to any party that has breached in to this Agreement whose failure to fulfill any material respect of its obligations under this Agreement in any manner that shall have proximately contributed has been a principal cause of, or resulted in, the failure to consummate the Merger by such date; (b) if this Agreement has been submitted to the failure shareholders of the Mergers to be consummatedCompany for adoption at a duly convened Company Shareholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (including any adjournment or postponement thereof); or (c) whether before or after receipt of the Requisite Company Vote, if any Law prohibits consummation of the Merger or if any Order restrains, enjoins or otherwise prohibits consummation of the Merger, and such Order has become final and nonappealable.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: Closing (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders receipt of the Requisite Company Vote or the approval of Requisite Parent Vote): (a) if the Stock Issuance by Merger has not been consummated on or before the stockholders of Parent referred to in Section 6.01(b)End Date; provided provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(a) shall not be available to any party that has breached whose material breach of any representation, warranty, covenant, or agreement set forth in any material respect its obligations under this Agreement in any manner has been the principal cause of, or primarily contributing factor that shall have proximately contributed to resulted in, the failure of the Mergers Merger to be consummatedconsummated on or before the End Date; (b) if any Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any Law or Order making illegal, permanently enjoining, or otherwise permanently prohibiting the consummation of the Merger, the Parent Stock Issuance, or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and nonappealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be available to any party whose material breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the principal cause of, or primarily contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); or (d) if the Parent Stockholder Matters have been submitted to the stockholders of Parent for approval at a duly convened Parent Stockholders Meeting and the Requisite Parent Vote shall not have been obtained at such meeting (unless such Parent Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Mergers Offer and the Merger may be abandoned abandoned, at any time prior to the Delta Effective Time Acceptance Time, by action of the Board of Directors of either Parent or the Company if: (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date any court of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (or other than those Governmental Entities set forth on Section 6.01(d) Body of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction has issued a final order, decree, or ruling, or taken any other final action permanently restraining, enjoining enjoining, or otherwise prohibiting consummation of the Mergers shall Offer or the Merger, and such order, decree, ruling, or other action has become final and non-appealable; provided, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided however, that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) or Section 7.02(d) shall will not be available to any party that unless such party has breached in any material respect complied with its obligations under this Agreement in any manner all material respects, including Section 6.6; or (b) the Acceptance Time has not occurred on or prior to December 12, 2023 (the “Outside Date”); provided, however, that shall have proximately contributed if as of such date, the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement (Regulatory) or in Paragraph 1(c) of Annex I (with respect to Paragraphs 1(c), solely to the failure extent that such judgment, order, injunction, action or Law arises under the HSR Act or any Antitrust Law) is not satisfied, then the Outside Date will be automatically extended for ninety (90) days (and such date will then be the “First Extended Outside Date”); provided, further, that, in the event that on the First Extended Outside Date, the Offer Condition set forth in Paragraph 1(b) of Annex I to this Agreement (Regulatory) or in Paragraph 1(c) of Annex I (with respect to Paragraphs 1(c), solely to the Mergers extent that such judgment, order, injunction, action or Law arises under the HSR Act or any Antitrust Law) is not satisfied, then the Outside Date will be automatically extended for a second period of ninety (90) days (and such date will then be the “Second Extended Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(b) will not be consummatedavailable to (i) to any party unless such party has complied in all material respects with its obligations under this Agreement, including Section 6.6 or (ii) to either party at any time the parties are litigating obligations under this Agreement.

Termination by Either Parent or the Company. (a) This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time abandoned: (i) by action of the Board of Directors of either Parent or the Company if:if Common Shares have not been accepted for payment pursuant to the Offer on or prior to March 4, 2001 (the "TERMINATION DATE"), (aii) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders action of the Company or the approval Board of the Stock Issuance by the stockholders Directors of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, (iii) by action of the Board of Directors of Parent if the Company Board shall have withdrawn, whether before changed or after modified (including by amendment of its Schedule 14D-9), in any such case in a manner adverse to Purchaser or Parent, its approval or recommendation contemplated by Section 1.3(a); PROVIDED, HOWEVER, that any public statement by the adoption Company that (A) it has received an Acquisition Proposal or otherwise taken any action permitted by Section 5.3(a) or (B) otherwise describes the operation of the provisions of this Agreement relating to an Acquisition Proposal, termination, the Company Board's approval or recommendation of this Agreement or the transactions contemplated hereby, shall not, in and of themselves, be deemed to be a public proposal to withdraw, change or modify the Company Board's approval or recommendation for the purposes of this clause (iii), (iv) by action of the Board of Directors of Parent, if, due to an occurrence or circumstance that would result in a failure to satisfy any of the Tender Offer Conditions, Purchaser shall have (A) failed to commence the Offer within the time period prescribed in Section 1.1(a), (B) terminated the Offer without having accepted any Common Shares for payment thereunder, or (C) failed to pay for Common Shares pursuant to the Offer by the stockholders Termination Date, unless, in each case, such failure to satisfy any of the Tender Offer Conditions shall have been caused by or resulted from a material breach of any of Parent's or Purchaser's representations, warranties or covenants contained in this Agreement, (v) by action of the Company Board, (A) if, due to an occurrence or the approval circumstance that would result in a failure to satisfy any of the Stock Issuance Tender Offer Conditions, Pur- chaser shall have (x) failed to commence the Offer within the time period prescribed in Section 1.1(a), (y) terminated the Offer without having accepted any Common Shares for payment thereunder, or (z) failed to pay for Common Shares pursuant to the Offer by the stockholders Termination Date, unless, in each case, such failure to satisfy any of the Tender Offer conditions shall have been caused by or resulted from a material breach of any of the Company's representations, warranties or covenants contained in this Agreement or (B) in the event of either (x) a breach by Parent referred or Purchaser of any representation or warranty contained herein ((determined without giving effect to any qualifications as to "Parent Material Adverse Effect," "material" or similar qualifications), and excluding those where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications as to "Parent Material Adverse Effect," "material" or similar qualifications) would not, individually or in the aggregate, be reasonably likely to have a Parent Material Adverse Effect), which breach cannot be or has not been cured within 20 days after the giving of written notice to Parent of such breach; or (y) a material breach by Parent or Purchaser of any of its covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to Parent, or (vi) by action of the Company Board, in accordance with all the requirements of Section 6.01(b5.3(b); provided PROVIDED, that the right to terminate this Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Offer to be consummatedconsummated prior to the Termination Date, and PROVIDED, FURTHER, that this Agreement may not in any event be terminated except pursuant to clause (ii) above, at any time after Purchaser shall have accepted Common Shares for payment pursuant to the Offer. (b) This Agreement may also be terminated and the Merger may be abandoned, by action of the Board of Directors of Parent taken and specific notice of which is given to the Company on or prior to June 30, 2000, if the Special Representations (as defined below) shall not be true and correct (without giving effect to any qualifications as to "Special Company Material Adverse Effect," "material" or similar qualifications) at any time on and after the date hereof and prior to June 30, 2000 as though made on and as of such date (except to the extent any such representation or warranty expressly speaks as of an earlier or different date, and except for changes contemplated or permitted by the terms hereof) except, in either case, where the failure of such representations and warranties to be so true and correct (without giving effect to any qualifications as to "Special Company Material Adverse Effect," "material" or similar qualifications) would not, in the aggregate, have a Special Company Material Adverse Effect, and provided that such breach cannot be or has not been cured within 20 days after the giving of written notice to the Company of such breach or of an attempted termination pursuant to this Section 7.2(b) (and no such attempted termination shall be effective unless such cure period shall have expired without the cure of the alleged basis for such termination). For the purposes of this Section 7.2(b), the Company hereby represents and warrants to Parent that, except as set forth in the Company Disclosure Letter, the representations and warranties set forth in Section 4.1(a), (b) (as to the final three sentences only), (d)(ii), (e)(ii), (f), (h), (i), (j), (k), (m), (n), (p), (q) or (s)(ii) or (iii), are true and correct, MUTATIS MUTANDIS and subject to the other rules of interpretation set forth in this Section 7.2(b), as if each reference therein to "the Company" or "the Company and its Subsidiaries" or any similar reference were instead to "the Special Subsidiaries" (as defined below). For the purposes of this Section 7.2(b), such representations and warranties shall be called the "SPECIAL REPRESENTATIONS." For the purposes of the Special Representations (x) all references to Company Material Adverse Effect in the Company Representations shall be considered to be references to Special Company Material Adverse Effect and (y) all requirements that any matter be listed, set forth or enumerated on the Company Disclosure Letter shall be disregarded, and no failure to provide any otherwise required disclosure shall constitute a breach or violation of the Special Representations (but all limitations and qualifications set forth in the Company Disclosure Letter shall be given full effect). For the purposes hereof, the following terms shall have the following meanings:

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13June 30, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), 2001 whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Merger by the Company Requisite Vote or, if required, of the Share Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Vote (the "TERMINATION Date"); provided provided, however, that if on such date either Parent or the Company determines that additional time is necessary in connection with obtaining any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied consent, registration, approval, permit or waived (except for those conditions that by their nature are authorization required to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place)obtained from any Governmental Entity, the Initial Termination Date may be extended by either Parent or the Company from time to 11:59 p.m. time by written notice to the other party to a date not beyond 60 days after above date; (New York City timeb) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents Company Requisite Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenthereof; (c) if the approval of Parent Requisite Vote is required, the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Requisite Vote shall not have occurred been obtained at a meeting duly convened therefor the Parent Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was takenthereof; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity order of a court of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Merger by the Company Requisite Vote or, if required, of the Share Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Vote); provided provided, that the right party seeking to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(d) shall not be available have used reasonable efforts to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummatedremove such order.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company ifat any time before the Effective Time: (a) if the Mergers Acceptance Time shall not have been consummated by 11:59 p.m. occurred prior to the 120th day after the date hereof (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.or (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after obtaining the adoption of this Agreement by the stockholders Requisite Company Vote, if any Order permanently enjoins or otherwise prohibits consummation of the Company Tender Offer or the approval of Merger, and such Order has become final and nonappealable. Notwithstanding the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that foregoing, the right to terminate this Agreement pursuant to under Section 7.02(a) or Section 7.02(d8.2(a) shall not be available (and the term “Termination Date” shall be automatically extended) (i) to Parent at any time that the Company shall be entitled to specific performance pursuant to Section 9.17 to cause Parent and Merger Sub to draw down the Equity Financing pursuant to the Equity Commitment Letter and to consummate the Tender Offer and the Merger; provided, that, within two Business Days following the Termination Date, the Company shall have delivered notice to Parent that the Company Board has approved commencement of an action to enforce its right to specific performance as described above and such action has been commenced within a reasonable period following such notice and (ii) to the Company at any time that Parent shall be entitled to specific performance pursuant to Section 9.17 with respect to any party that has breached in any material respect its obligations under breach of this Agreement in any manner that shall have proximately contributed gives rise to the failure to satisfy a Tender Offer Condition; provided, that, within two Business Days following the Termination Date, Parent shall have delivered notice to the Company that Parent intends to commence an action to enforce its right to specific performance as described above and such action has been commenced within a reasonable period following such notice (it being understood that, in each case, the right to terminate shall be reinstated automatically from and after, and the Termination Date shall be deemed to be, (a) the 10th Business Day after delivery of any such notice if such action has not been commenced prior to such Business Day and (b) the Mergers to be consummated5th Business Day after a final resolution of such action has become non-appealable).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time (i) by action of the Board of Directors of either Parent or the Company if: (a) if the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13September 30, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)1998, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company or (the approval "Termination Date"), (ii) by action of the Board of Directors of Parent, if the Company Common Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents Requisite Vote shall not have been obtained and all at a meeting duly convened therefor or at any adjournment or postponement thereof, (iii) by action of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at Board of Directors of the ClosingCompany, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents Common Stock Requisite Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at which a vote upon the adoption time of this Agreement was taken; such meeting no Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (cwhether or not conditional) to make an Acquisition Proposal with respect to the approval Company or any of its Subsidiaries, (iv) by action of the Board of Directors of the Company at any time after 180 days from the date hereof, if the Company Common Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Requisite Vote shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof and prior to or at which a vote upon the approval time of such meeting any Person shall have made an Acquisition Proposal to the Company or any of its Subsidiaries or any of its stockholders or shall have publicly announced an intention (whether or not conditional) to make an Acquisition Proposal with respect to the Company or any of its Subsidiaries, or (v) by action of the Stock Issuance was taken; or (d) Board of Directors of either -50- 57 Parent or the Company if any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bParent); provided provided, that the right to terminate this Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by written notice at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company Company, if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. on or before the date that is four (New York City time4) months plus fifteen (15) days after the day on December 13which the Company Requisite Vote is obtained (such date, 2018 (the “Initial Original Termination Date”” and, and as it may be extended belowpursuant to the provisions hereof, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the Company may, in its sole discretion, extend the Original Termination Date for up to two periods (the “Company Extended Term”), each not exceeding two (2) months, if on the Required Approvals have not been obtained, and any Company Extended Term shall be deemed as “Go-Shop Period” as such date term is used herein for all purposes; provided further, that neither the Company nor Parent shall have the right to terminate this Agreement pursuant to this Section 9.2(a) if any failure of such party to perform or comply with the covenants and agreements of such party set forth in this Agreement shall have been the primary cause of the Required Governmental Consents failure of the Merger to be consummated by the Termination Date and such failure to perform or comply constitutes a material breach of this Agreement; (b) the Shareholders Meeting shall have been held and completed and the Company Requisite Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Vote has been obtained); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d9.2(c) shall not be available to any party hereto that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers to be consummatedconsummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated terminated, and the Mergers Transactions may be abandoned abandoned, at any time prior to the Delta Effective Time Acceptance Time, by action of the Board of Directors of either Parent or the Company if: (a) any court or other Governmental Body of competent jurisdiction has issued a final Judgment or taken any other final action permanently restraining, enjoining, or otherwise prohibiting consummation of the Mergers Offer, and such Judgment or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 6.2(a) shall not have be available to any party if the failure of such party to perform or comply with any of its obligations under this Agreement in any material respect has been consummated by 11:59 p.m. the principal cause of or principally resulted in the issuance of such Judgment or the taking of such other action; (New York City timeb) the Acceptance Time has not occurred on December 13or prior to July 17, 2018 2024 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”); provided, whether such date is before or after however, that if as of the date five (5) Business Days prior to such date, the Offer Condition set forth in paragraph 1(b) of adoption of Annex I to this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall (Regulatory) is not have been obtained and satisfied but all of the other conditions set forth in Article VI have been satisfied or waived Offer Conditions (except for other than the Minimum Tender Condition and those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived waived, then each of the Company and Parent has the right, but not the obligation, by delivery of written notice to the other party to elect to extend the then-applicable Outside Date to a date 90 days after the then-applicable Outside Date (except for those conditions that by their nature are with all references in this Agreement to the Outside Date thereafter being deemed to be satisfied at references to the Closing provided that such conditions were then capable of being satisfied if the Closing had taken placeOutside Date as so extended), with the First Extended Termination Company and Parent entitled to a total of three such extensions in the aggregate so that the initial Outside Date may will not in any event be extended by either Parent or more than 270 days in the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”)aggregate; provided, furtherhowever, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d6.2(b) shall not be available to any party that has breached in if the failure of such party to perform or comply with any material respect of its obligations under this Agreement in any manner that shall have proximately contributed to material respect has been the principal cause of or principally resulted in the failure of the Mergers Acceptance Time to have occurred on or before the Outside Date; or (c) the Offer (as it may have been extended and re-extended in accordance with the terms of this Agreement) expires as a result of the non-satisfaction of any Offer Condition or is terminated pursuant to its terms and this Agreement without Buyer having accepted for purchase any Offer Securities validly tendered (and not withdrawn) pursuant to the Offer; provided, however, that the right to terminate this Agreement under this Section 6.2(b) shall not be consummatedavailable to any party if the failure of such party to perform or comply with any of its obligations under this Agreement in any material respect has been the principal cause of or principally resulted in the events specified in this Section 6.2(b).

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13March 31, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2009, whether such date is before or after the date of adoption of this Agreement by the stockholders receipt of the Company or Requisite Vote (the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b“Termination Date”); provided that if the Termination Date shall be automatically extended for three months if, on such date the Termination Date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI Sections 8.1(b) shall not have been satisfied or waived but (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City timei) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all each of the other conditions to the consummation of the Merger set forth in Article VI have VIII has been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then or remains capable of being satisfied if the Closing had taken place)satisfaction, the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers any approvals required by Section 8.1(b) that have not yet been obtained are required to occur being pursued diligently and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b)good faith; provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dthis clause (a) shall not be available to any party that has breached its obligations under this Agreement in any manner that shall have proximately caused the occurrence of the failure of the Merger to be consummated, including its obligations required by Section 7.4, on or before the Termination Date; (b) the Company Requisite Vote shall not have been obtained at the Company Stockholders Meeting or at any adjournment or postponement thereof; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this clause (c) shall not be available to any party that has not used its reasonable best efforts to have such Order removed, repealed or overturned or that breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to resulted in the failure issuance or imposition of the Mergers to be consummatedsuch Order.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13March 6, 2018 2007 (the “Initial "Termination Date”, and as it may be extended below, the “Termination Date”"), whether such date is before or after the date of adoption approval by the shareholders or stockholders of the Company or Parent, respectively; provided, however, that, if Parent or the Company determines that additional time is necessary in order to obtain a Required Governmental Consent, the Termination Date may be extended from time to time by Parent or the Company one or more times by written notice to the other party up to a date not beyond September 6, 2007, which date shall thereafter be deemed to be the Termination Date, (b) the approval of this Agreement by the stockholders of the Company or the approval of the Stock Issuance Company’s shareholders required by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b7.1(a) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; , (c) the approval of Parent’s stockholders necessary for the Stock Issuance by the stockholders issuance of Parent referred Common Stock required to in be issued pursuant to the Merger as required by Section 6.01(b7.1(a) shall not have occurred been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance on such issuance was taken; or taken or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, except for any Order the existence of which would not result in the failure of the condition set forth in Section 7.1(c) or (d) (whether before or after the adoption of this Agreement approval by the shareholders or stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bParent, respectively); provided that the right to terminate this Agreement pursuant to Section 7.02(aclause (a) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers shall not have been consummated by 11:59 p.m. (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption notwithstanding any approval of this Agreement by the stockholders of the Company Company): (a) if the Merger has not been consummated on or before December 31, 2013 (the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b“End Date”); provided that if on such date any of December 31, 2013, the Required Governmental Consents condition to the Closing set forth in Section 6.01(a) shall not have been obtained satisfied or duly waived by all parties hereto entitled to the benefit of such condition, then the End Date shall be extended to and all of including January 31, 2014; provided, further, that if on December 31, 2013, or January 31, 2014, as the other case may be, the conditions to the Closing set forth in Article VI Section 6.01(b) or Section 6.01(c) shall not have been satisfied or duly waived by all parties entitled to the benefit of such condition, but all other conditions to the Closing shall have been satisfied (except for those or, in the case of conditions that that, by their nature terms, are to be satisfied at the Closing, provided that such conditions were then shall be capable of being satisfied if on December 31, 2013, or January 31, 2014, as the Closing had taken place)case may be) or duly waived by all parties entitled to the benefit of such conditions, then the Initial Termination End Date may shall be extended by either Parent or the Company to 11:59 p.m. (New York City time) on and including June 1330, 2019 (the “First Extended Termination Date”)2014; provided, further, that if on such extended the End Date or any other date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date this Section 7.02(a) may be extended by either Parent or mutual agreement of the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”)and Parent; provided, provided further, that if the condition right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in Section 6.01(e) is not satisfied as this Agreement has been the cause of, or resulted in, the failure of the applicable Termination Date because a Merger to be consummated on or before the End Date; or (b) if any Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enactedmaking illegal, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided however, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d7.02(b) shall not be available to any party that has breached whose breach of any representation, warranty, covenant or agreement set forth in any material respect its obligations under this Agreement in has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any manner that shall have proximately contributed to the failure of the Mergers to be consummatedsuch Law or Order.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: : (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13March 31, 2018 (the “Initial Termination Date”1999, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dunder this clause (a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date, and provided, further, that has in the event that the failure of the Merger to occur on or before March 31, 1999 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c) or 8.2(e) to be satisfied or waived prior to March 31, 1999, either Parent or the Company may extend such date to June 30, 1999 and, if such conditions have not been satisfied or waived by such date, to further extend such date to September 30, 1999 (so long as the party extending such date believes in good faith that such conditions are capable of being satisfied by such date), (b) any court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, (c) the amendment to the Parent Charter and Parent's issuance of Parent Common Shares and Parent Liberty Tracking Shares as contemplated hereby are not duly approved and adopted by the requisite holders of Parent Common Shares on or prior to March 31, 1999, or (d) this Agreement and the transactions contemplated hereby are not duly approved and adopted by the requisite holders of Shares on or prior to March 31, 1999. In 72 addition, this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Stockholders shall have breached any of their representations, covenants or obligations under the Voting Agreement in any material respect its obligations under this Agreement in any manner that and such breach shall have proximately contributed to the failure of the Mergers to not be consummatedcurable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers First Merger shall not have been consummated by 11:59 p.m. 12:00 a.m. (New York City Eastern time) on December 13January 31, 2018 2024 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination End Date”); provided, furtherhowever, that if on such extended date the right to terminate this Agreement under this Section 7.2(a) shall not be available to any Party whose material breach of any provision of this Agreement has been the proximate cause of the Required Governmental Consents shall not have been obtained and all failure of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are First Merger to be satisfied at consummated by the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination End Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.; (b) the adoption a court of this Agreement by the stockholders of the Company referred to in Section 6.01(b) competent jurisdiction or other Governmental Body shall not have occurred at issued a meeting duly convened therefor final and nonappealable Order, or at shall have taken any adjournment other action, or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order shall have been enacted, issued, promulgated, promulgated or enforced or entered by a Governmental Entity having the effect of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, (whether before or after the adoption of date on which the Required Company Stockholder Vote and the Required Parent Stockholder Vote are obtained); (c) the Required Company Stockholder Vote shall not have been obtained at a Company Stockholders’ Meeting (including any adjournments and postponements thereof) at which a final vote on a proposal to adopt this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b)was taken; provided provided, however, that the right to terminate this Agreement pursuant to under this Section 7.02(a) or Section 7.02(d7.2(c) shall not be available to the Company if its material breach of any party provision of this Agreement has been the cause of, or resulted in, the failure to obtain the Required Company Stockholder Vote; or (d) the Required Parent Stockholder Vote shall not have been obtained at a Parent Stockholders’ Meeting (including any adjournments and postponements thereof) at which a final vote on the issuance of shares of Parent Common Stock in the First Merger was taken; provided, however, that has breached in any material respect its obligations the right to terminate this Agreement under this Section 7.2(d) shall not be available to Parent if its material breach of any provision of this Agreement in any manner that shall have proximately contributed to has been the cause of, or resulted in, the failure of to obtain the Mergers to be consummatedRequired Parent Stockholder Vote.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the Delta Effective Time Time, by action of either the Company Board of Directors of either Parent or the Company Parent Board if: (a) the Mergers Merger shall not have been consummated by 11:59 5:00 p.m. (New York City time) on December 13January 20, 2018 2019 (the “Initial Termination Date”, and as it may be extended below, the “Termination Outside Date”); provided, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided however, that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions to Closing set forth in Article VI Section 8.1(b) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in ARTICLE VIII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Outside Date may be extended by either Parent or the Company party to 11:59 p.m. (New York City time) on June 13a date not beyond April 20, 2019 (2019, and such date, as so extended, shall be the “First Extended Termination Outside Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement or extend the Outside Date pursuant to this Section 7.02(a) or Section 7.02(d9.2(a) shall not be available to any party that has breached in any material respect its obligations under set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the Mergers consummation of the Merger; (b) the Requisite Company Vote shall not have been obtained at the Company Shareholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement; or (c) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 9.2(c) shall not be consummatedavailable to any party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of a condition to the consummation of the Merger.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of either the Board Parent board of Directors of either Parent directors or the Company Board if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. October 11, 2010 (New York City timeprovided, that if on October 11, 2010 the condition to Closing set forth in Section 7.1(b)(i) shall not have been satisfied but all other conditions to Closing shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on December 13October 11, 2018 (2010), then, at the “Initial Termination Date”, and as it election of Parent such date may be extended belowby up to three months if Parent provides written notice to the Company on or prior to October 11, 2010) (October 11, 2010, as such date may be extended in accordance with the proviso above, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by time the stockholders of the Requisite Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) Vote is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b)obtained; provided that the right to terminate this Agreement pursuant to this Section 7.02(a8.2(a) and Parent’s extension right pursuant to this Section 8.2(a), in each case, shall not be available if the failure of the Merger to have been consummated on or before October 11, 2010, was primarily due to the failure of the party seeking to terminate or extend this Agreement, as the case may be, to perform any of its obligations under this Agreement; (b) the Stockholders Meeting shall have been held and completed and the Requisite Company Vote shall not have been obtained at such Stockholders Meeting or at any adjournment or postponement thereof; or (c) (i) any Law makes the consummation of the Merger illegal or (ii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable (whether before or after the time the Requisite Company Vote is obtained); provided, that the right to terminate this Agreement pursuant to this Section 7.02(d8.2(c) shall not be available to any party that has breached in if the enactment, issuance, promulgation, enforcement or of such Law, or entry of such Order, or the Order becoming final and non- appealable, was primarily due to the failure of such party to perform any material respect of its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummatedAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action (whether before or after the receipt of the Board of Directors of either Parent or the Requisite Company if:Vote): (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. on or before twelve (New York City time12) on December 13, 2018 months after date of agreement (the “Initial Termination End Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of if, prior to the Required Governmental Consents shall not have been obtained and End Date, all of the other conditions to the Closing set forth in Article ARTICLE VI have been satisfied or waived (except for waived, as applicable, or, with respect to those conditions that by their nature terms are to be satisfied at the Closing, provided that such conditions were shall then be capable of being satisfied if the Closing had taken place(except for any condition set forth in Section 6.01(b), the Initial Termination Date may be extended by Section 6.01(c) or Section 6.01(d)), either Parent or the Company or Parent may, prior to 11:59 5:00 p.m. (New York City timetime on the End Date, extend the End Date to a date that is six (6) on June 13months after the End Date (and if so extended, 2019 (such later date being the “First Extended Termination End Date”); provided, further, that if on such extended date any of the Required Governmental Consents right to terminate this Agreement or extend the End Date pursuant to this Section 7.02(a) shall not have been obtained and all be available to any Party whose breach of the other conditions any representation, warranty, covenant, or agreement set forth in Article VI have this Agreement has been satisfied the cause of, or waived (except for those conditions that by their nature are resulted in, the failure of the Merger to be satisfied at consummated on or before the Closing provided that such conditions were then capable of being satisfied End Date; (b) if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a any Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced enforced, or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enactedmaking illegal, issuedpermanently enjoining, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Mergers Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealablenonappealable; provided, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided however, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement, or entry of any such Law or Order; or (c) if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting (unless such Company Stockholders Meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof); provided, however, that has breached a Party shall not have the right to terminate this Agreement pursuant to this Section 7.02(c) if the non-satisfaction of the condition in Section 6.01(a) primarily resulted from the failure of that party to perform, in any material respect respect, its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers to be consummatedAgreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned by written notice at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company (at the direction of the Independent Committee), if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. the date that is the six (New York City time6) on December 13, 2018 month anniversary of the date of this Agreement (the “Initial Termination Date”); provided, and that, if at such date (i) any of the Required Approvals shall not have been obtained or (ii) any of the transactions contemplated under the Termination Agreement or any of the Equity Transfer Agreements has not been consummated in accordance with their respective terms, then either the Company (at the direction of the Independent Committee) or Parent may, in its sole discretion, by notice to Parent or the Company, as it may be extended belowapplicable, at least three (3) Business Days prior to such date, extend such date for up to an additional 180 days (such date, as, if applicable, so extended, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of ; or (b) the Company or Shareholders Meeting shall have been held and completed and the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents Company Requisite Shareholder Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Shareholders Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken;thereof; or (c) the approval extraordinary general meeting of the Stock Issuance by the stockholders shareholders of Parent referred to in Section 6.01(b) shall have been duly convened and completed and the Parent Requisite Shareholder Vote shall not have occurred been obtained at a such shareholders’ meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was takenthereof; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Shareholder Vote has been obtained); provided that provided, the right to terminate this Agreement pursuant to this Section 7.02(a) or 8.2 (and, with respect to Section 7.02(d8.2(a), the right to extend the Initial Termination Date) shall not be available to any party that has breached in whose failure to fulfill any material respect of its obligations under this Agreement in any manner that shall have proximately contributed to been the primary cause of, or resulted primarily in, the failure of the Mergers to be consummatedapplicable conditions(s) being satisfied.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 1331, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)1999, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Merger by the Company Requisite Vote or of the Share Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Vote (the "TERMINATION DATE"); provided provided, however, that if on such date either Parent or the Company determines that additional time is necessary in connection with obtaining any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied consent, registration, approval, permit or waived (except for those conditions that by their nature are authorization required to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place)obtained from any Governmental Entity, the Initial Termination Date may be extended by either Parent or the Company from time to 11:59 p.m. time by written notice to the other party to a date not beyond March 31, 2000; (New York City timeb) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents Company Requisite Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenthereof; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Requisite Vote shall not have occurred been obtained at a meeting duly convened therefor the Parent Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; orthereof; (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Merger by the Company Requisite Vote or of the Share Issuance by the stockholders of Parent referred to in Section 6.01(bRequisite Vote); provided or (e) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), and 7.2(e), as applicable, and such denial of a request to issue such order, decree, ruling or take such other action shall have been final and nonappealable; provided, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company Board if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. January 20, 2015 (New York City time) on December 13such date, 2018 (the “Initial Termination Date”, and as it may be extended belowpursuant to the provisions hereof, the “Termination Date”); provided, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and Termination Date all of the other conditions to Closing set forth in Article VI Section 7.1 and Section 7.2 shall have been satisfied or waived other than (except for i) the conditions set forth in Section 7.1(b), (ii) the conditions set forth in Section 7.1(c) (as they relate to the conditions set forth in Section 7.1(b)) and (iii) those conditions that are by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may termination date shall be extended by either Parent or from January 20, 2015 to June 22, 2015 (in the Company to 11:59 p.m. (New York City time) on June 13case of any such extension, 2019 (such date shall then be the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided further that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall if the failure of the Merger to have proximately contributed been consummated on or before the Termination Date was primarily due to the failure of the Mergers party seeking to terminate or extend this Agreement, as the case may be, to perform in any material respect any of its obligations under this Agreement; (b) the Stockholders Meeting shall have been held and completed (after giving effect to any adjournment or postponement thereof) and the Requisite Company Vote shall not have been obtained at such Stockholders Meeting; or (c) any Order or Prohibitive Law of the type set forth in clauses (i) - (iii) of Section 7.1(c) shall have become final and non-appealable (whether before or after the time the Requisite Company Vote is obtained); provided, that the right to terminate this Agreement pursuant to this Section 8.2(c) shall not be consummatedavailable to any party if the enactment, issuance, promulgation, enforcement or entry of such Order or Prohibitive Law, or the Order or Prohibitive Law becoming final and non-appealable, was primarily due to the failure of such party to perform in any material respect any of its obligations under this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers transactions contemplated by this Agreement may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: (a) the Mergers Acceptance Time shall not have been consummated occurred by 11:59 p.m. April 20, 2014 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”); provided, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided however, that if on as of such date any of date, the Required Governmental Consents shall Regulatory Condition is not have been obtained and satisfied but all of the other conditions set forth in Article VI Tender Offer Conditions shall have been satisfied or waived (except for those conditions that by their nature are the Minimum Condition, the delivery of the certificates referenced in clause (6) of Exhibit A (which certificates only need to be satisfied at capable of being delivered) and the Closingcondition set forth in clause (7) of Exhibit A need not have been satisfied, provided that in each case as of such conditions were then date) and the Regulatory Condition remains capable of being satisfied if or waived, then the Closing had taken place), the Initial Termination Date may be extended by either until June 20, 2014 at the election of Parent or the Company by written notice to 11:59 p.m. the other party (New York City time) on June 13, 2019 (and such date shall then be the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.; (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Offer or the Merger shall become final and non-appealable, whether before or after ; or (c) the adoption Offer shall have expired in accordance with the terms of this Agreement by without Merger Sub having accepted for payment any Shares pursuant to the stockholders Offer and at the time of such expiration any of the Company Tender Offer Conditions shall not have been satisfied or the approval of the Stock Issuance by the stockholders of Parent referred to waived; provided, in Section 6.01(b); provided each case, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed caused the occurrence of the failure of a condition to the consummation of the Offer or the Merger or the failure of the Mergers Closing to be consummatedoccur by the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13September 30, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2002, whether such date is before or after the later of the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance Merger by the stockholders of Parent referred to in Section 6.01(bRequisite Vote and the Company Requisite Vote (the "TERMINATION DATE"); provided provided, however, that if on such date either Parent or the Company reasonably determines in good faith that additional time is necessary in connection with obtaining any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied consent, registration, approval, permit or waived (except for those conditions that by their nature are authorization required to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place)obtained from any Governmental Entity, the Initial Termination Date may be extended by either Parent or the Company from time to 11:59 p.m. time by written notice to the other party to a date not beyond October 30, 2002; (New York City timeb) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents Parent Requisite Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenthereof; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Company Requisite Vote shall not have occurred been obtained at a meeting duly convened therefor the Company Stockholder Meeting or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; orthereof; (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance Merger by both the stockholders Parent Requisite Vote and the Company Requisite Vote); (e) any Governmental Entity shall have failed to issue an order, decree or ruling or to take any other action which is necessary to fulfill the conditions set forth in Sections 7.1(b), 7.2(e) and 7.3(e), as applicable, and such denial of Parent referred a request to issue such order, decree or ruling or take such other action shall have been final and nonappealable; or (f) if the Company Disclosure Schedule is not delivered to Parent, and accepted by Parent, as provided in Section 6.01(b); provided 6.24, and/or the Company Disclosure Schedule as so delivered contains any material adverse information not previously disclosed in the Disclosure Draft. provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company ifCompany: (a) regardless of whether the Mergers Requisite Company Vote has been obtained, if the Merger shall not have been consummated by 11:59 p.m. December 6, 2017 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”); provided, whether however, that if the condition to Closing set forth in Section 7.1(a) has not been satisfied or waived on or prior to such date because a new Stockholders Meeting is before required to be held in accordance with Section 6.4(b) or after if the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred condition to Closing set forth in Section 6.01(b); provided that if 7.1(b) or Section 7.2(c) has not been satisfied or waived on or prior to such date any of the Required Governmental Consents shall not have been obtained and date, but, in each case, all of the other conditions to Closing set forth in Article VI VII (other than any of the foregoing conditions) have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company or Parent to 11:59 p.m. (New York City time) on June 13a date not beyond March 6, 2019 (2018, and such date, as so extended, shall be the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d8.2(a) shall not be available to any party that has breached in any material respect its obligations under set forth in this Agreement in any manner that shall have proximately materially contributed to or resulted in the occurrence of the failure of a condition to the Mergers consummation of the Merger; (b) regardless of whether the Requisite Company Vote has been obtained, if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; provided that the right to terminate this Agreement pursuant to this Section 8.2(b) shall not be consummatedavailable to any party that has breached in any material respect its obligations set forth in this Agreement in any manner that shall have materially contributed to or resulted in the occurrence of the failure of a condition to the consummation of the Merger; (c) if the Requisite Company Vote shall not have been obtained at the Stockholders Meeting or at any adjournment or postponement thereof taken in accordance with this Agreement or any new Stockholders Meeting called pursuant to Section 6.4(b); or (d) if the Settlement Agreement shall have been terminated in accordance with its terms.

Termination by Either Parent or the Company. This Agreement may be terminated and by either Parent or the Mergers may be abandoned Company at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company ifClosing: (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. (New York City time) on December 13May 15, 2018 (2005, plus the “Initial Termination Date”number of days, and as it may be extended belowif any, but in any event not exceeding 60 days in the “Termination Date”)aggregate, whether such date is before or after that the date of adoption of this Agreement by the stockholders consummation of the Company Merger has been delayed due to (i) a suit, action, Order or proceeding brought by a Governmental Entity seeking to restrain or prohibit the approval consummation of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date Merger or any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that transactions contemplated by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date this Agreement, (ii) two business days a delay in obtaining the Permit following such earlier date on which the Mergers are required to occur and filing of the application therefor or (iii) a delay in the date such Order becomes final and non-appealable.SEC declaring the Registration Statement effective (if the same shall be required to be filed) following the filing thereof (the “Outside Date”); (b) the adoption of this Agreement by the stockholders if any Laws shall permanently prohibit consummation of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenMerger; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at if any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction issues an Order or takes any other action, including withholding or denying consent, which Order or other action the parties shall have used their reasonable commercial efforts to resist, resolve or lift, as applicable, permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger, and such Order or other action shall have become final and non-appealablenonappealable; provided, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided however, that the right to terminate this Agreement pursuant to under this Section 7.02(a) or Section 7.02(d9.2(c) shall not be available to any party that has breached in whose material failure to fulfill any material respect its obligations obligation under this Agreement has been the principal cause of or resulted in such Order being issued, or such other action taken, by such Governmental Entity; (d) if this Agreement is not adopted by the Requisite Company Vote at a duly held Company Stockholders Meeting or adjournment thereof; or (e) if the Additional Shares Issuance Condition occurs and the issuance of Parent Common Stock in connection with the transactions contemplated by this Agreement (including in connection with the Canadian Transaction) is not approved by the Requisite Parent Vote at a duly held Parent Stockholders Meeting or any manner that shall have proximately contributed to the failure of the Mergers to be consummatedadjournment thereof.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time (i) by action of the Board of Directors of either Parent or the Company if: (a) if the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13September 30, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)1998, whether such date is before or after the date of adoption of this Agreement approval by the stockholders of the Company or (the approval "Termination Date"), (ii) by action of the Stock Issuance by the stockholders Board of Directors of Parent referred to in Section 6.01(b); provided that if on such date any of (x) the Required Governmental Consents Company Common Stock Requisite Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon or (y) Merger Subsidiary shall have commenced the adoption of this Agreement was taken; (c) Tender Offer and the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) Tender Offer shall not have occurred been consummated by the sixtieth day from the date of commencement of the Tender Offer (including, for purposes of calculating such 60 days, the date of commencement of the Tender Offer as the first day), (iii) by action of the Board of Directors of the Company at any time after 150 days from December 21, 1997, if the Company Common Stock Requisite Vote shall not have been obtained at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval or (iv) by action of the Stock Issuance was taken; or (d) Board of Directors of either Parent or the Company if any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Tender Offer or the Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement approval by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bParent); provided provided, that the right to terminate this -55- 62 Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Tender Offer or the Merger to be consummated.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time abandoned: (a) by action of the Board of Directors of either Parent or the Company if: (a) if the Mergers shall Merger has not have been consummated by 11:59 p.m. (New York City time) occurred on December 13or prior to April 12, 2018 2001 (the “Initial "Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b"); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the ClosingPROVIDED, provided that such conditions were then capable of being satisfied if the Closing had taken place)HOWEVER, the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dthis clause (a) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummatedconsummated prior to the Termination Date; (b) by action of the Board of Directors of either Parent or the Company if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Merger shall become final and non-appealable; (c) by action of the Board of Directors of Parent if the Company Board shall have withdrawn, changed or modified (including by amendment of its Schedule 14A), in any such case in a manner adverse to Parent, its approval or recommendation contemplated by Section 4.3(a); PROVIDED, HOWEVER, that any public statement by the Company that (A) it has received an Acquisition Proposal or otherwise taken any action permitted by Section 4.3(a) or (B) otherwise describing the operation of the provisions of this Agreement relating to an Acquisition Proposal, termination, the Company Board's approval or recommendation of this Agreement or the transactions contemplated hereby, shall not, in and of themselves, be deemed to be a public proposal to withdraw, change or modify the Company Board's approval or recommendation for the purposes of this clause (c); (d) by action of the Board of Directors of Parent, in the event of either: (i) a breach by the Company of any representation or warranty made herein by the Company as of the date hereof (determined without giving effect to any qualifications as to "Company Material Adverse Effect" contained in such representation or warranty) which breach, individually or together with all other breaches of representations and warranties made by the Company as of the date hereof, involves a liability or liabilities, or results in or could reasonably be expected to result in losses, damages, liabilities or diminution in value of the Company, in excess of $350,000. (ii) a breach by the Company of any representation or warranty made herein by the Company as of the Effective Time (determined without giving effect to any qualifications as to "Company Material Adverse Effect," "material adverse effect," "material" or similar qualifications contained in such representation or warranty), which breach would, individually or together with all other breaches of representations and warranties made by the Company as of the Effective Date, be reasonably likely to have a Termination Material Adverse Effect; (iii) a breach by the Company of any of its covenants or agreements contained in Sections 4.1 through 4.5 or Sections 4.7 through 4.12, which breach cannot be or has not been cured within 20 days after the giving of written notice to the Company; or (iv) a material breach by the Company of any of its covenants or agreements contained herein (other than Sections 4.1 through 4.5 and Sections 4.7 through 4.12), which breach cannot be or has not been cured within 20 days after the giving of written notice to the Company; (e) by action of the Board of Directors of Parent, if the number of Dissenting Shares equals or exceeds five percent (5%) of the issued and outstanding stock of the Company; (f) by action of the Company Board, in the event of either (x) a breach by Parent of any representation or warranty made herein by Parent (determined without giving effect to any qualifications as to "material adverse effect," "material" or similar qualifications contained in such representation or warranty) which breach would, individually or in the aggregate, be reasonably likely to have a material adverse effect on Parent; or (y) a breach by Parent of any of its covenants or agreements contained herein, which breach cannot be or has not been cured within 20 days after the giving of written notice to Parent; or (g) by action of the Company Board, in accordance with all the requirements of Section 4.3(b).

Termination by Either Parent or the Company. This Agreement may be ------------------------------------------- terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: if (ai) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on prior to December 1331, 2018 1999 (the “Initial "Termination Date”, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”"); provided, furtherhowever, that if on either party shall have the option ----------------- -------- ------- to extend the Termination Date (and all references herein to the Termination Date shall mean such extended date any date) for an additional period of the Required Governmental Consents shall time not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied exceed 90 days if the Closing had taken place), reason that the First Extended Termination Date may be extended Merger has not been consummated by such date is that either Parent or the Company to 11:59 p.m. (New York City timeA) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e7.2(d) is has not been satisfied as due to the lack of expiration or termination of the waiting period under the HSR Act (the "Waiting Period") or the failure to obtain the necessary -------------- consents and approvals under applicable Termination Date because a Governmental Entity Competition Laws and Parent or the Company are still attempting to achieve the expiration or termination of a competent jurisdiction (other than those the Waiting Period or to obtain such necessary consents and approvals under applicable Competition Laws or are contesting whether the Waiting Period has expired or been terminated or the refusal of the relevant Governmental Entities to give such consents or approvals in court or through other applicable proceedings, or (B) the condition set forth on in Section 6.01(d7.1(c) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered has not been satisfied due to any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have has been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a any Governmental Entity pursuant to applicable Competition Laws or due to the institution or threatened institution by any Governmental Entity of a competent jurisdiction any proceeding seeking any such Order pursuant to applicable Competition Laws; (ii) the Stockholders Meeting shall have been held and completed and the adoption of this Agreement by the Company's stockholders referred to in Section 7.1(a) shall not have occurred; or (iii) any Order permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement or approval by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(bCompany); provided provided, that the right to terminate this -------- Agreement pursuant to Section 7.02(aclause (i) or Section 7.02(d) above shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure of the Mergers Merger to be consummatedconsummated on or before the Termination Date.

Termination by Either Parent or the Company. This Agreement may be terminated (upon notice from the terminating party to the other parties) and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: : (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13March 31, 2018 (the “Initial Termination Date”1999, and as it may be extended below, the “Termination Date”), whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”); provided, further, that if on such extended date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that such conditions were then capable of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption of this Agreement by the stockholders of the Company referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was taken; (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers shall become final and non-appealable, whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that the right to terminate this Agreement pursuant to Section 7.02(a) or Section 7.02(dunder this clause (a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date, and provided, further, that has in the event that the failure of the Merger to occur on or before March 31, 1999 is the result of (i) a delay attributable to any transaction permitted pursuant to Section 7.5(c) or (ii) the failure of any of the conditions set forth in Section 8.1(b), 8.1(c) or 8.2(e) to be satisfied or waived prior to March 31, 1999, either Parent or the Company may extend such date to June 30, 1999 and, if such conditions have not been satisfied or waived by such date, to further extend such date to September 30, 1999 (so long as the party extending such date believes in good faith that such conditions are capable of being satisfied by such date), (b) any court of competent jurisdiction in the United States or Governmental Body in the United States shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable, (c) the amendment to the Parent Charter and Parent's issuance of Parent Common Shares and Parent Liberty Tracking Shares as contemplated hereby are not duly approved and adopted by the requisite holders of Parent Common Shares on or prior to March 31, 1999, or (d) this Agreement and the transactions contemplated hereby are not duly approved and adopted by the requisite holders of Shares on or prior to March 31, 1999. In addition, this Agreement may be terminated by Parent (upon notice from Parent to the Company) and the Merger may be abandoned by action of the Board of Directors of Parent if any of the Stockholders shall have breached any of their representations, covenants or obligations under the Voting Agreement in any material respect its obligations under this Agreement in any manner that and such breach shall have proximately contributed to the failure of the Mergers to not be consummatedcurable.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board of Directors of either Parent or the Company if: (a) the Mergers Closing shall not have been consummated by 11:59 p.m. occurred on or before January 30, 2019 (New York City time) on December 13, 2018 (the “Initial Termination Date”, and as it may be extended belowfrom time to time by the mutual written consent of the Company and Parent, the “Termination Outside Date”); provided, whether such date is before or after the date of adoption however, that any termination of this Agreement by pursuant to this Section 9.2(a) shall be deemed a termination of this Agreement pursuant to Section 9.4(b) or Section 9.4(c), as the stockholders of the Company or the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b); provided that if on such date any of the Required Governmental Consents shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied case may be, if, at the Closingtime of such termination, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company is permitted to 11:59 p.m. (New York City time) on June 13, 2019 (the “First Extended Termination Date”)terminate this Agreement pursuant thereto; provided, further, that if on such extended date a party brings any Action to enforce specifically the performance of the Required Governmental Consents terms and provisions hereof by any other party, the Outside Date has not yet passed, and the Outside Date occurs during the pendency of such Action, the Outside Date shall automatically be extended by the amount of time during which such Action is pending, plus 20 Business Days; (b) the Requisite Stockholder Vote shall not have been obtained and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing provided that Company Stockholders Meeting or at any postponement or adjournment thereof taken in accordance with this Agreement (and such conditions were then capable of being satisfied meeting shall have concluded, including if such meeting was concluded without a vote to obtain the Closing had taken place)Requisite Stockholder Approval having occurred, subject to the First Extended Termination Date may be extended by either Parent or Company’s right to adjourn the Company to 11:59 p.m. Stockholders Meeting in accordance with Sections 7.4(b)(ii) and/or (New York City time) on December 13, 2019 (the “Second Extended Termination Date”iii)); provided, furtherhowever, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date , (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable. (b) the adoption termination of this Agreement by the stockholders of the Company referred pursuant to in this Section 6.01(b9.2(b) shall not have occurred at be deemed a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption termination of this Agreement was taken;pursuant to Section 9.4(b) if, at the time of such termination, Parent is permitted to terminate this Agreement pursuant thereto; or (c) the approval of the Stock Issuance by the stockholders of Parent referred to in Section 6.01(b) shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was taken; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise permanently prohibiting consummation of the Mergers Merger shall become final and non-appealable; provided, whether before or after the adoption of this Agreement by the stockholders of further, that neither the Company or the approval of the Stock Issuance by the stockholders of nor Parent referred to in Section 6.01(b); provided that the right to may terminate this Agreement pursuant to this Section 7.02(a9.2(c) or Section 7.02(d) shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to if such Order is the result of a failure of such party to comply with its covenants and obligations under, or in the Mergers to be consummatedcase of breach of any representations or warranties of such party set forth in, this Agreement.

Termination by Either Parent or the Company. This Agreement may be terminated and the Mergers Merger may be abandoned at any time prior to the Delta Effective Time by action of the Board board of Directors directors of either Parent or the Company if: (a) the Mergers Merger shall not have been consummated by 11:59 p.m. (New York City time) on December 13August 12, 2018 (the “Initial Termination Date”, and as it may be extended below, the “Termination Date”)2003, whether such date is before or after the date of adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance Merger by the stockholders Company Shareholder Approval or the date of Parent referred to in Section 6.01(b); provided that if on such date any approval of the Required Governmental Consents shall not have been obtained and all of Parent Amendments by the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place), the Initial Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on June 13, 2019 Stockholders’ Meeting (the “First Extended Termination Date”); provided, furtherhowever, that if on such extended date any of the Required Governmental Consents Merger shall not have been obtained and all consummated by August 12, 2003 because of objections to the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that Contemplated Transactions by their nature are to be satisfied at any Governmental Entity, including the Closing provided that such conditions were then capable U.S. Department of being satisfied if the Closing had taken place), the First Extended Termination Date may be extended by either Parent or the Company to 11:59 p.m. (New York City time) on December 13, 2019 (the “Second Extended Termination Date”); provided, further, that if the condition set forth in Section 6.01(e) is not satisfied as of the applicable Termination Date because a Governmental Entity of a competent jurisdiction (other than those Governmental Entities set forth on Section 6.01(d) of the Company Disclosure Letter) shall have enacted, issued, promulgated, enforced or entered any Order that is not final and non-appealable (and all of the other conditions set forth in Article VI have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions were then capable of being satisfied if the Closing had taken place)Justice, then the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as applicable, shall be extended until the earliest of (i) six months after the applicable Termination Date to November 12, (ii) two business days following such earlier date on which the Mergers are required to occur and (iii) the date such Order becomes final and non-appealable.2003; (b) the adoption of this Agreement by the stockholders of after the Company referred convenes and holds the Company Shareholders’ Meeting and certifies the vote with respect to in Section 6.01(b) the Merger, the Company Shareholder Approval shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the adoption of this Agreement was takenbeen obtained; (c) after Parent convenes and holds Parent Stockholders’ Meeting and certifies the approval of vote with respect to the Stock Issuance by Parent Amendments, the stockholders of Parent referred to in Section 6.01(b) Stockholder Approval shall not have occurred at a meeting duly convened therefor or at any adjournment or postponement thereof at which a vote upon the approval of the Stock Issuance was takenbeen obtained; or (d) any Law or Order enacted, issued, promulgated, enforced or entered by a Governmental Entity of a competent jurisdiction permanently restraining, enjoining or otherwise prohibiting consummation of the Mergers Merger shall become final and non-appealable, appealable (whether before or after the adoption of this Agreement by the stockholders of the Company or the approval of the Stock Issuance Merger by the stockholders Company Shareholder Approval or the date of approval of the Parent referred to in Section 6.01(bAmendments by the Parent Stockholder’s Meeting); provided provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) or Section 7.02(d) 8.2 shall not be available to any party that has breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the occurrence of the failure of the Mergers Merger to be consummated; provided, further, that the right to terminate this Agreement pursuant to this Section 8.2 shall not be available (a) to the Company in the event that any of its shareholders who are party to the APAR Voting Agreement have breached their obligations thereunder or (b) to Parent in the event that any of its stockholders who are party to the Parent Voting Agreement have breached their obligations thereunder.